Phantom Spider
by TheWhiteTitan
Summary: Danny Fenton, nephew of the late Peter Parker, the Spider-man, was bitten by a Ghost-powered spider at a very young age. Having been trained by his uncle, Danny Fenton makes his debut in a larger world under the guise of the Phantom Spider. Posted in Memory of Stan Lee.
1. Chapter 1

**Wassup. I had this fanfic idea when I saw some fanarts of Danny Phantom dressed as Spider-Man, so I wanted to make a fanfic where Danny Fenton is the nephew of Peter Parker, aka Spider-Man. This is also taking part in Captain America: Civil War. I love that movie, top ten Marvel Movies. Anyway, enjoy the story!**

 **Disclaimer: I don't own Danny Phantom or Spider-Man. We know that's true.**

Prologue: My Hero

My name is Danny Fenton, and I'm not your average, awkward teenager.

It all started when I was nine years old, something that I want to forget, but can't. My parents, Jack and Maddie Fenton, where inventors and were incredibly interested in the supernatural. Not that it wasn't cool, but it was like they were obsessed with it, especially with ghosts.

Despite their obsession, they were geniuses. And it was because of that my life changed.

I remembered walking to their lab with my big sister, Jazz, as they excitedly showed us their invention, a prototype Ghost Portal. I admit that I was excited to. I mean, it was a portal to another dimension, something that not even the famous Tony Stark could do.

When they turned it on, it worked, but it exploded after a few minutes. My parents were so happy that the portal worked, even if it did get destroyed. So was I.

I then got a stinging feeling on the back of my hand. Surprised, I shook my hand and saw a black and white spider with green markings. I could have sworn that it was glowing. Without warning, my world turned black.

I remembered being bedridden for an entire month, with my parents constantly looking after me. Despite being sick, I was happy, since it was a while they gave me some attention.

Sadly, that happiness didn't last long.

On the night I got better, a man wearing a mask appeared, I remembered that he had long hair and a metal arm. In front of my eyes, he killed my parents in cold blood and took the blueprints of their inventions. He saw me, frozen as I stared at their dead bodies, but he just left. I then remembered a loud explosion and my world turned black.

When I woke up, I saw my big sister crying. When she saw me, she started hugging me tightly, saying that it was going to be okay. When I finally remember what happened, I cried with her.

A day later, my uncle, my mom's brother, appeared, a sad look on his face. He was Peter Parker, my uncle who lives in New York. He was my favorite, and only, uncle, who taught me a lot of cool science things.

When he heard about my mom's death, he was stricken with grief. Not wanting to leave us alone, he took us with him to New York, so he can raise us.

He, and Aunt Mary Jane raised my sister and I like we were their own children, like my one-year-old cousin May. And I felt happy, but I couldn't forget the night. Every time I sleep, I dream of the man who took my parents, wanting to avenge them, but I was just a kid. What could I do?

If that wasn't bad enough, my life turned upside down even more, if that was even possible.

I woke up hanging on the ceiling. I screamed, which caught their attention. Everyone was surprised to see me crawling on the ceiling like a spider.

I panicked, not knowing what to do or what to think. If that wasn't surprising enough, my uncle jumped up and stuck to the ceiling too.

It took a few minutes to calm both me and my sister before Uncle Peter and Aunt MJ explained. I didn't realize that my uncle Peter was the Spider-Man, the web-slinging, wall-crawling superhero.

Though that didn't really explain my situation. How was I able to stick to walls like him? Even more weird stuff kept happening after that, like turning invisible at random, breaking knobs and sinks, the strange buzzing sound on the back of my head every time something bad happens, green electricity sparking from my fingertips, and my eyes glowing randomly and hair turning from black to white.

Seeing my predicament, my uncle decided to help me with these new powers. He took me to an abandoned warehouse and there he helped me.

I had to admit, it was kinda fun training with Spider-Man. It felt like I was being his sidekick. He taught me how to climb walls, how to fight, how to use his web-shooters and how to swing, He even taught me some cool techno and science stuff. It felt like having a father again.

It went like that for six years, and I was slowly being happy again.

But of course, like some invisible force didn't want me to be happy, tragedy struck again.

My sister and I were coming home from school, when a giant, goblin-like monster kidnapped us from out of the blue. It was one of Uncle Peter's enemies, the Green Goblin.

He took us at center of New York city, calling out to Spider-Man. I tried to fight him, using all the training Uncle gave me, but the monster was just too strong for me. Just as he was about to kill me, Spider-Man came to save us. I watched as my hero fought the monster.

He managed to trapped the Goblin in a cocoon of web before taking the two of us to safety. Before we could take a breath, the Goblin smashed Spider-Man on to the bridge. With a fanged grin, he pressed a button and the bridge erupted to flames, leaving the two of them alone.

I watched helplessly as the Goblin pummeled my hero to a bloody pulp. I wanted to help, but my sister was holding on to me, not wanting to lose me. Suddenly, my uncle got up and, with the last of his strength, picked up a car and smashed it to the goblin. He kept smashing the vehicle on the Goblin until the monster was a motionless heap.

He then fell on his knees, unable to move, his outfit torn and blood spilling on his wounds. Before anyone could save him, the bridge started falling.

I remembered getting out of sister's hold and ran towards him, not wanting to lose him. A web suddenly caught me in the foot, stopping me in place. I watched as Uncle Peter just smiled at me, giving a thumbs-up before the entire bridge collapsed, sending him and the Goblin to the river below them.

We waited for days and weeks, but no news. Suddenly, we received a message from the hospital, and Aunt MJ's eyes widened before she cried.

A week later, we had a funeral service for Peter Parker. I didn't know who found his body or who removed his Spider-Man costume, but it didn't matter. All that mattered is that I lost another father.

As soon as they were sure Spider-Man was dead, small time crooks went crazy, smashing stores, robbing banks and mugging people.

I didn't go to school for days, nor did I leave my room. Jazz, aunt MJ and little May tried to help me, but I was just lost. First, my parents, then my uncle. What was the point on having these powers if I can't save the people closest to me.

As I pondered on that question, I rummaged through the closet, to look at the things my uncle and I did over the years. I looked at the drawing I made of me being his sidekick, even making my own web-shooters.

Suddenly, I saw a suitcase, something I didn't remember being there before. Curious, I opened it and saw that it was an unfinished spider-themed costume. Attached to it was a letter, from Uncle Peter.

Eyes widening, I took the letter and read it.

 _Danny,_

 _When I started training you, I didn't think you could control your gifts so well. It made me feel proud, like you were a son to me. I know it's your choice, but I made this for you. It looks cool, but maybe you can add your own personal touch to it. Personally, I'd go with red and blue. Very great color, an American-themed spider._

 _Look at me, rambling in a piece of paper. Look, what I want you to know is with great power comes great responsibility. You're a good kid, and I know you will do me and your parents proud. Hey, who knows, maybe you can take over my legacy._

 _Anyways, hope you like this present of mine. Can't wait for the day where we can web swing over New York together._

 _From your favorite uncle._

My vision became blurry as I read the letter. The door opened, and I turned and saw Aunt MJ there. She saw the tears and went to hug me, something I returned.

What was I doing, being so selfish? I wasn't the only one who lost something. Not only that, but I had the power to make sure this doesn't happen again.

So, with my aunt's blessing, I don the costume my uncle gave me.

I changed the color scheme, since I didn't want to completely take over. I want people to respect my uncle's memory.

It was a black hoodie with white sleeves and pants, black gloves and black boots, a white spider shown proudly on my chest, a mask that covered only my eyes and nose, with a pair of tinted goggles that helps me focus.

Since then, it became my job to protect the city from those who want to hurt others.

Oh, forgot to properly introduce myself. I'm Danny Fenton, but most people call me the Phantom Spider.

And like the Spider before me, I will protect the city of New York, no matter who I fight.

 **And there's the finale. Hope you like how the story starts. This story is going to start with Tony Stark recruiting Phantom Spider to fight Captain America. And as you may have guessed, this Spider will have an agenda against Cap's friend.**

 **Next chapter, recruitment! See you later.**

 **Edit: I decided to post this story earlier than I thought in memory of Stan "The Man" Lee. A guy who created childhood heroes to many people out there. Let's all remember Generalissimo, who gave us many happy memories and inspired plenty of people. Let's keep his memory alive, True Believers! Excelsior!**


	2. Chapter 2

**Well, here's the next chapter. I am really excited for this one. There will be a few changes from the movie, with Phantom Spider having some weapons of his own, and some other powers that are from the comics and some from other mangas.**

 **Well, let's get the story started.**

Chapter 1: Recruitment

Danny Fenton hummed along to the song of his favorite band Dumpty Humpty, walking to the apartment. He was in high spirits, and why shouldn't he be? He found a good DVD player and a laptop that could be fixed. He even passed that Algebra test. Sure, it was a C+, but it's still a passing grade.

And what's more, he just stopped some muggers from assaulting a young couple. It felt good to hang those bastards upside down for the police to collect.

It's been a year since he donned the homemade outfit his uncle made for him. It wasn't easy at first, but it was mostly because a lot of people were calling him 'the Flying Squirrel'. Of course, he was discreet about it. He just swooped there, stop the trouble, and swing away before anyone could barely see him.

But still, what part of him looked like a squirrel?

His family were worried for him, but they knew how much this means to him, to take over his uncle's legacy. His aunt, an attractive red head that still looked to be at her prime, worked as a part-time journalist, his sister, a nineteen-year old orange-haired looker, graduated college early and became a very famous psychiatrist in the city, and his adorable little cousin, May, a carbon copy of her mother who had her father's looks and hair, was doing well in grade school.

Suddenly, his phone started ringing. Danny answered it, pausing the song.

"Hello?" he asked through the earphones.

" _Hey there, Spider,"_ a voice said, causing him to smile.

"Hey Gwen, what's up?"

Gwen Stacy, a girl he met when he first started living here. The first time they met, the two became friends, because they have so much in common. She was smart, funny and nice.

She was also the first person outside the family to know his secret. She was smart like that, since she figured it out the first month he became Phantom Spider. Since then, she became his ears and eyes, since her dad was captain of the NYPD.

It felt nice to know that he could count on her.

" _Nothing much. Just wondering if you have plans for the summer?"_

"Nope, aside from the other activity, I'm free," Danny replied as he walked through the halls, greeting the people nearby with a nod.

" _Awesome. Then you're free for the Summer fair, right?"_

"Can't wait," Danny said as he used the key to open the apartment door. "I'm looking forward to the funnel cakes."

He stopped when he heard some laughter in the living room. Eyes narrowing, he walked to the living room and his eyes widened in shock.

"Gwen…I'm gonna call you back."

Before she could reply, he ended the call as he looked at the man Aunt MJ was talking to. It was a man in his forties, someone he knows well. It was Tony Stark, the billionaire genius, playboy philanthropist, aka Iron Man.

"Hello there, Mr. Fenton," Tony Stark greeted as he ate some of Aunt MJ's cookies.

"Um…H-hello M-Mr. Stark, sir, I'm D-D-Danny," Danny greeted, trying hard not to geek out. Why wouldn't he? This was the genius who invented tomorrow. He looked up to the guy, not as much as he looked up to his uncle, but he was up there. He also saved Danny's life, but that was a long time ago. "W-what are you doing here, sir?"

"It's about time we met," the man said with a small smile as his aunt looked at him. "You got my emails, right?"

Danny noted that Tony Stark winked at him, which was the universal language to play along.

"Y-yeah, I did," he lied. "Regarding the…"

"The grant," Aunt MJ said, a smile on her face.

"Yeah, the grant," Danny said, nodding.

"The September Foundation," Tony added as Danny nodded even more. "Remember when you applied?"

"Yeah," Danny said.

"I approved," Tony said with a nod. "So now we're in business."

"Why didn't you tell me anything?" Aunt MJ asked.

"I wanted it to be a surprise, since you love surprises," Danny lied. "So, surprise!" he then turned back to Tony. "So, what did I apply for?"

"That's why am here, to hash it out," Tony said as he finished the coffee he was offered.

"Okay, sure, let's hash it out," Danny said.

"I have to say, it was hard for me to believe that she's someone's aunt," Tony said, gesturing at Aunt MJ, who merely smiled at the compliment.

"We come in all shapes and sizes," she said.

"This chocolate walnut waffle cookies are exceptional," Tony said, taking another waffle cookie.

"Um, back to the topic on hand," Danny said, getting the two adults' attention. "This grant, does it involve money or…something?"

He wasn't a money grubber, mind you. It's just, he seen how hard his aunt and sister worked that he wanted to help them in anyway, that's why he was planning to get a summer job.

"It's pretty well funded," Tony replied. "I mean, look who you're talking to."

"Wow," Danny said. Tony then turned to Aunt MJ.

"Can I have five minutes with him?" Tony asked.

"Sure," Aunt MJ said, not seeing a problem with it.

Tony stood up, not before grabbing another cookie, and walked with Danny to his room. It was a small room, but it was manageable, a small dresser, a closet, a desk full of the stuff he got and a bed. Danny stood near his bed as Tony closed the door and locked it.

"Have to say, these cookies are really good," Tony said, finishing the cookie as he walked in the room, spotting the desk. "Well, what do we have here? Retro tech, huh?"

On it was a very old computer, a VCR player and a Gameboy device, surrounded by tools.

"Thrift Store? Salvation Army?" he asked, pointing at the tech.

"The trash, actually," Danny replied.

"So you're a dumpster diver?"

"Yeah, you wouldn't believe what people would throw away," Danny said before getting back on topic. "Look, Mr. Stark, I didn't apply to any grant-."

"Let me stop you there," Tony said as he pulled out a cellphone. "Let me ask you a rhetorical question; this is you, right?"

A hologram screen appeared in front of them, and Danny's eyes widened when he saw himself swinging in an alley, snatching the mugger by the leg away from a young woman, tying him upside down.

"Um…w-what?" Danny said, trying to play dumb. "T-that's not me."

"Yeah?" Tony said before switching to another clip. "What about this one?"

It showed a car going out of control, and was about to hit a school bus, when Phantom Spider appeared, got between the car and bus just as it was about to hit, catching it. Once the car was stopped, he quickly jumped away, swinging away as people gathered.

"Look at you go," Tony said in an impressive tone. "Nice catch by the way. 3,00 pounds, 40 miles per hour. That's not easy. You got mad skills."

"That's…that's all on YouTube though, right?" Danny said, trying to play innocent. "I-I-I have a friend who's very good with stuff like that. Because you do know that's fake, you know, computerized special effects. CGI. You know, like that UFO video."

"Yeah, you mean the UFO over Phoenix?" Tony said as he took a stick that was leaning on the dresser and used it to open a compartment on the ceiling. As he did that, Danny's costume fell, hanging on a rope. "Well, look what we have here."

Danny quickly caught the costume and threw it in the closet before trying to play cool, trying to think of a lie. But he know that nothing he could say could convince Tony.

"So…I got no excuse," Danny said with a sigh as Tony walked in front of him, looking serious.

"So, you're the Kid Arachnid, the crime-fighting Spider, You're Spider-Lad?" Tony asked.

"It's Phantom Spider," Danny admitted, crossing his arms.

"Phantom Spider?" Tony said with a raised eyebrow. "In that onesie?"

"It's not a onesie," Danny said with a glare as he walked away from the closet, letting Tony getting access to his costume. "I knew this would happen. Every time something good happens, something like this happens. I mean, I didn't miss my train, I got a DVD player and a laptop, and I nailed my Algebra test with a passable C+."

"Who else knows?" Tony asked, looking at Danny.

"My family knows," Danny replied as he picked up a screwdriver. "And a friend of mine."

"Just them?" Tony asked as he sat down on a chair as Danny nodded. "Huh. I'm surprise your unusually attractive aunt would let you put on a onesie and swing around."

"Well, she let her husband do it, why not me," Danny said as he looked at the old computer.

"You know what I think is really cool?" Tony said, holding a vial of something green. "This webbing."

He threw it to Danny, who caught it without looking. "Tensile strength is off the chart. Who designed it?"

"My uncle," Danny replied as he threw the webbing to the closet. "I'm trying to improve it."

"And what do you call this? A spider-throwing disk?" Tony asked, looking at a spider-shaped shuriken that was in the jacket's pocket.

"It's a spiderang," Danny said, taking the projectile from him. "It's like a bolo, to tie people up with webs and stuff like that."

"Climbing walls, how you doing that? Adhesive gloves?" Tony asked as he looked at the gloves. They didn't seem special, just seemed like normal gloves.

"It's a long story," Danny said as he looked at his hands. Not anyone can see it, but his hands actually had little setules, the small hairs spiders used on their legs to climb walls.

"What about that green, sparky thing with your fingers?" Tony asked as he kept checking the glove. "That was pretty cool."

"It's called the Phantom Venom, and it's like a stun gun," Danny explained.

"Lordy!" Tony said as he looked at the goggles attached to the mask. He tried to look through them, but it was like looking through a camera. "Can you even see through these?"

"Yeah, I can," Danny said as he walked over and grabbed the costume from Tony, who just smirked. Danny then put it in his closet before turning to Tony. "It's just, those goggles help me focus, since my senses are more…sensitive than other peoples."

"You are in dire need of an upgrade," Tony said, seeing how low-tech the kid was. "Systemic, top to bottom, hundred-point restoration. That's why I'm here."

Danny just sat on the bed, looking at Tony, feeling like there was something more to this visit than just a helping hand.

"Tell me, why are you doing this?" Tony asked, causing Danny to look at him questioningly. "I gotta know. What's your M.O.? What makes you get out of the twin bed in the morning and into that onesie?"

Danny looked at Tony before sighing.

"Look…I'm just an awkward kid," Danny replied. "And there's a lot of things I want to do, like date a cheerleader and maybe become ace quarterback, but I can't. Because-."

"You're not like them."

"Exactly," Danny said. "And it's cool to be not like them, being unique and all. But…what's the point of being different if you can't use it."

Danny sighed before looking at Tony, who leaned forward, straight in the eyes.

"I have the power to do all these amazing things, but even with these powers…I couldn't do a thing to save them…I don't want that to happen, not when I have the power to do something about it."

Tony looked at the kid in front of him. He did some research to the kid, how he lost his parents at a young age, and losing his uncle recently. The kid was hurting a lot, but he used that hurt to do something about it.

"So, you're saying is you wanna look out for the little guy?" Tony asked. "You wanna do your part?"

"Yeah, something like that," Danny said as he looked down.

Tony suddenly stood up and walked towards the bed. The two looked at each other for a few seconds before Tony said, "I'm gonna sit here, so you move the leg."

"Right," Danny said as he quickly scooted back, giving Tony a place to sit. The man sat down next to Danny before patting the kid on the shoulder.

"You got a passport?" he asked.

"Um…no, but I have a learner's permit," Danny replied.

"You ever been to Germany?" Tony asked.

"No," Danny said, looking confused.

"Oh, you'll love it there," Tony said, causing Danny's eyes to widen.

"I can't go to Germany," Danny said.

"Why?"

"I got...summer homework and stuff like that," Danny replied, causing Tony to roll his eyes.

"I'm gonna pretend you didn't say that," Tony said, standing up.

"I'm being serious," Danny said, standing up. "I can't just leave. I have stuff to do here."

"It's going to be a long trip," Tony said, walking towards the door. "Maybe we should take the family with us?"

When he heard that, Danny pulled out the spiderang and threw it. Threads erupted from the legs, tying around a surprised Tony's arm, before attaching itself to the wall. Tony looked at Danny, who didn't look like a kid, more like a different person, the eyes glowing green.

"Don't even think about it," he said, changing his voice into Phantom Spider, which was lower and a little gruff.

"Whatever you say, Phantom Spider," Tony said as the teen hero looked at him. The two stayed like that for a few seconds before Tony gestured at his hand. "So…you gonna get this off me or…"

"R-right," Danny said, his voice back to normal. "Let me get that."

Once the spiderang was off Tony, he unlocked the door and walked out, where Aunt MJ was making lemonade.

"Oh, done with your talk?" she said with a smile.

"Yeah, actually, we did," Tony said as he patted Danny on the shoulder. "I decided to take the kid on a fieldtrip, and he accepted. Hope you don't mind."

Aunt MJ looked at him before at Danny, who nodded. She recognized the look in his eyes, showing that this was about his other activities.

"Well…it seems dangerous," she said as she looked at Danny. "But…I trust him. Please keep him safe."

"Will do," Tony said before turning to Danny. "Well, let's go kid, we don't have all day."

"Now?" Danny asked, surprised.

"Yup, time's a wasting," Tony said as he pushed the kid to the door. "Don't worry, you'll be back doing homework next week. Say goodbye to Aunt MJ."

Danny look at her before being pushed out the door. All the neighbors watched him getting dragged by Tony Stark, which was very unusual to a small apartment.

The two then got on Tony's awesome looking car, a Mercedes Benz, color hot red with gold. Danny almost drooled at the car. He sat shotgun as Tony drove away.

As they drove away from the apartment, Danny took out his phone and saw a text from Gwen. It said that 'Is something wrong?'

He replied to her, texting 'I'm going to Germany. Be back as soon as I can.'

He waited for her reply, and it came a few seconds later. 'What?'

'Tony Stark came. Asked me to go to Germany. Kinda excited. TTYL.'

When she replied OK, Danny pocketed the device and saw that they were going to Stark's Industries. "Wow…"

"It's not that impressive," Tony said as they drove to the parking lot underground. "And we're not here to sightsee. Just to pick up your new gear."

"New gear?" Danny said as they exited the car and walked towards a wall. Tony pressed something on his watch, and the wall suddenly opened up. Danny's eyes widened as he saw that it was some kind of armory.

"I've been watching you kid," Tony said as they walk in the lab.

"Well that's not creepy at all," Danny said.

"And I was impressed by your work that I wanted to recruit you for a while now," Tony said, ignoring the jab. "So, I've been busy with a side project."

He pushed another button, causing a capsule to rise up from the ground. Danny saw what was inside the case and his eyes widen in awe.

"Woah, is this for me?" he asked, touching the case.

"Well it's not for me, not my style," Tony said as he opened the case. "Suit up kid. We have a job to do."

Danny grinned as he took the suit from the case. This day was turning out better than he originally thought.

 **And there it goes. In case you guys don't know, in this story, Danny is the nephew of the late Peter Parker, and the spider that bite him is a Ghost-powered spider, giving him some ghost/spider powers. Also, the spiderang thing was from Ultimate Spiderman, since it seemed cool.**

 **Okay, so now that we got the recruitment over with, next time is the airport battle! Look forward to it. See you later!**


	3. Chapter 3

**Alright, chapter two is up, and it's the one I have been looking forward to. Also, I've seen Spider-man: Homecoming. And it was awesome! Tom Holland really nailed it, though kinda confused that Flash isn't a jock and blond, and MJ's name isn't really Mary Jane. But it's a good change.**

 **Anyway, let's get cracking on the chapter!**

Chapter 2: Airport Battle

Captain America, the hero of the American way, was taking deep breaths as he looked at the empty airport. He knew Tony would evacuate the place, knowing how dangerous this place was going to become.

He looked at the open field and saw a black helicopter, their ride. Taking a deep breath, he ran towards the copter. Just as he was about reach it, something hit the rotor of the blades, causing it to short circuit. He stopped as two familiar figures landed in front of him, Iron Man and War Machine.

"It's weird who you'd run in an airport, don't you think?" Iron Man asked as his helmet pulled down, revealing Tony Stark, a healing bruised on his right cheek.

"Really weird," War Machine said.

"Hear me out, Tony," Captain America said, hoping to avoid this battle. "That doctor, the psychiatrist, he's behind all of this."

Suddenly, another figure appeared, leaping behind the crates and vehicles. It was Black Panther, garbed in a panther-themed outfit made of Vibranium.

"Captain," the king of Wakanda said.

"Your highness," Captain America said with a nod.

"Anyway," Tony said, walking towards Captain America. "Ross gave me 36 hours to bring you in. That was 24 hours ago, so mind helping a brother out?"

"You're after the wrong guy," Captain America said.

"Your judgement is askew," Tony said, no longer joking. "Your old war buddy killed innocent people yesterday-."

"And there are five more super soldiers just like him," Captain America cut him off. "I can't let the doctor find them first, Tony. I can't."

"Steve," a voice said behind him. He turned and saw Black Widow looking at him. He was surrounded. "You know what's about to go down. Do you really want to punch your way out of this?"

Captain America didn't answer, but from the look of his eyes, they knew he wouldn't surrender.

"Okay, I'm running out of patience," Tony said as he cupped his mouth. "Underoos!"

Without warning, a green web attached to his shield, surprising him. The shield was lifted out of his arms before a whizzing sound caught his attention. Suddenly, thin wires wrapped around him as another figure appeared.

The figure landed on a crouch on a crate, the shield on his arm. Captain saw that it was someone new; dressed in a black suit with white gloves and white boots, white poaches on his waist, black hood attached to his shoulders, and a mask that hide his eyes, with green lenses that narrowed at him. There was also a large, white spider symbol on his chest and a smaller one on his back, with white web-patterns on the black of the outfit.

"Nice job, kid," Tony said.

"Don't mention it," the new kid said in a gruff voice before looking at Captain America. "Nice to meet you Captain. Big fan. Name's Phantom Spider."

"You've been busy," Captain America said, looking back at Iron Man.

"And you've been a complete idiot," Iron Man said, glaring at Captain America. "Dragging in Clint, 'rescuing' Wanda from a place she didn't want to leave, a safe place! I'm trying to keep...I'm trying to keep you from tearing the Avengers apart."

"You did that moment you signed up," Captain America said calmly as Iron Man just glared at him.

"You're going to turn Barnes overs! You're coming with us, now! Because it's us or a squad of JSOC guys with no compunction about being impolite," he said, giving the man one last chance. "C'mon, Rogers."

Meanwhile, Phantom Spider was watching the two heroes, feeling how heavy the air is. It felt really uncomfortable, like how a child would accidentally barge in when their parents were having an argument.

Suddenly, he heard a zipping sound. Surprised, Phantom looked and saw an arrow flying towards Captain America, slicing through his spiderangs. Everyone tensed as Phantom Spider felt a tingle that made him look at the shield, spotting…an ant?

"What the hell?" he said as the 'ant' jumped towards him before growing into a man in red and wearing a helmet. He kicked Phantom on the jaw, sending him to the ground as he grabbed the shield and jumping to Captain America.

"What just happened?" War Machine asked as Iron Man's helmet went back up, turning to where the arrow came from.

"I believe this is yours, Captain America," Ant-Man said, giving the shield back to Captain America as Iron Man and War Machine hovered up the ground, scanning the area.

"Oh great," Iron Man groaned as his sensors spotted two people. "Alright, there's two people on the parking deck, one of them is Maximoff, I'm gonna grab her." He started flying towards the targets. "Rhodey, wanna take Cap?"

"I've got two on the terminal," War Machine replied, spotting two people, and one of them was the war criminal. "Wilson and Barnes."

"Barnes is mine!" Black Panther exclaimed, running to the terminal. War Machine was about to fly towards them, but a shield on the chest knocked him off balance as Captain America ran after Black Panther.

Phantom Spider, seeing that everyone was busy, web-swing to the terminal. As he did that, Ant Man started fighting Black Widow.

He swung towards the windows, landing on them. The noise he made caught their attention, so Falcon and Winter Soldier looked.

"What the hell is that!?" Bucky exclaimed as Phantom Spider crawled after them.

"Everyone's got a gimmick!" Falcon replied as they kept running.

Phantom Spider quickly followed them before jumping off the window and swinging inside, breaking the glass. He kicked Falcon away, causing him to hit a kiosk. Suddenly, his senses tingles. Reacting, he turned and caught the robot fist.

He stared at the fist in surprise before at the man. He had long hair and a five o' clock shadow. But what really caught his attention were the man's eyes. His lenses widened as he looked at Winter Soldier.

"It's you…" Danny said, his voice quiet and meek as Winter Soldier looked at him, confused. "You…you killed my parents!"

Before he could react, Phantom Spider was tackled by Falcon, who had his wings out. They flew through the air as Phantom Spider started struggling.

"Let me go, you overgrown turkey!" Phantom Spider growled before he punched him in the face. That got Falcon to release him, causing Phantom Spider to swing after him.

He started shooting webs towards Falcon, who just flew around and fired explosives at him. Phantom Spider landed on a support beam, narrowing his eyes at the man. Suddenly, his senses tingled again. Surprised, he quickly jumped down the beam, holding on to it as the kiosk's roof flew towards him. He glared at Bucky, who quickly hid behind a pillar.

"Hey, you dropped this!" Phantom Spider exclaimed as he used his webs to grab the roof and hurl it back to Bucky, who took a peek. Surprised at the projectile, he didn't react fast enough as it hit him.

Suddenly, his senses tingles again, just as Falcon kicked him, trying to stomp him to the ground. Phantom Spider quickly reacted by using a web to swing himself behind Falcon before webbing his wings, hitting the stabilizers.

Falcon staggered in the air before smashing through another kiosk, stopping at the glass. He then stood up and was about to fly again, when his hands were suddenly webbed to the glass rails, trapping him.

Phantom Spider then attached himself to a support beam, to look at the captured bird.

"Those wings carbon fiber?" he asked, trying to start some small talk.

"This stuff come out of you?" Falcon asked, looking at the web with a weird expression.

"That would explain the flexibility and sturdiness of the wings," Phantom Spider continued. "Gotta say, that's impressive."

"I don't know if you've been in any fights before, but there usually isn't this much talking," Falcon said, getting annoyed.

"Geez, fine," Phantom Spider said. "Guess it's back to kicking your ass."

He then swung towards Falcon, and was about to kick him, when Bucky ran between them. The two were then sent to the lower levels, landing hard. Phantom Spider then threw two spiderangs, one at Falcon, and the other at Bucky, tying them to the ground.

Phantom Spider landed on top of Bucky, glaring at him. He didn't noticed Falcon fiddling with a controller on his arm.

"You…" he said as he raised his right hand, which was sparkling with green electricity. "You have no idea how long I've waited for this!"

Before he was about to stun Bucky, something suddenly attached to his arm. Surprised, he didn't react fast enough as Falcon's drone pulled him off Winter Solder and out the window before letting him go, causing him to fall outside.

The two men then took a moment to catch their breath.

"…Couldn't you have done that earlier?" Bucky asked.

"…I hate you," Falcon replied.

Meanwhile, Spider Phantom groaned as he sat up, rubbing his back. He looked at drone in anger before swinging back towards the terminal. He went to the hole he came out from before looking down, seeing no one. He growled in anger.

"I'm not letting you get away," he growled before he started looking for them.

He swung through the terminal, looking for the Winter Soldier, when he heard some loud crashes. Shocked, he decided to go there instead. He swung through the airport and saw a lot of cars on the ground, and Iron Man was under them. He quickly run towards him and pushed the car off him before helping him up.

"You okay?" Phantom Spider asked as Iron Man stumbled a little.

"I'm fine," Iron Man said. Luckily, the armor took the damage. "Come on. I know where they're going!"

He started flying to the air as Phantom Spider attached a web to him, letting himself get pulled to the air.

Meanwhile, Captain America, Bucky, Falcon, Hawkeye, Ant Man and Scarlet Witch regrouped and started running towards the hangar where the Quinjet was located. As they ran, the ground before them was suddenly blasted by a yellow laser.

Surprised, they looked up and saw Vision flying towards the ground, looking at them with cold precision.

"Captain Rogers!" Vision said as War Machine flew towards them, carrying Black Widow, dropping her to the ground, Black Panther landed next them, glaring at the group, followed by Iron Man and Phantom Spider, who let the web go and landing on a crouch. "I know that you believe what you're doing is right, but for the collective good, you must surrender now."

"Or don't," Phantom Spider said, glaring venomously at Bucky. "Either way, you guys are going down."

The two groups of heroes looked at each other across the field, preparing to fight. Falcon then looked at Captain America.

"What do we do, Cap?" he asked to their leader, who kept his gaze at Iron Man.

"…We fight," he answered before he and his group started walking towards the other group.

"This is going to end well," Black Widow commented as they started walking.

"They're not stopping," Phantom Spider commented to Iron Man.

"Neither are we," Iron Man as they all started running. He, War Machine and Vision took to the air, so did Falcon and Scarlet Witch, using her powers to jump into the air. Phantom Spider just started running fast, outrunning Black Panther and Black Widow, pulling out two spiderangs.

The fight started when Iron Man flew towards Captain America, his fist raised. He threw a punch, which Captain America blocked using the shield before engaging to hand-to-hand combat. Black Panther tackled Bucky to the ground, who quickly kicked him off him. Black Panther just went back to slashing Bucky with his claws. War Machine and Vision flew after Falcon, firing concussive missiles and lasers to him, but he kept dodging them. Ant Man went to tackle Black Widow, but she just grabbed his arm and threw him to the ground. Phantom Spider threw his spiderangs towards Scarlet Witch, who blocked it with her powers before throwing crates to the teen hero. He just jumped on them, avoiding getting crushed. Hawkeye was beside Scarlet Witch, providing support by shooting arrows. He shot an explosive arrow at Iron Man, blasting him off his feet.

Hawkeye suddenly shot another arrow, destroying a spiderang in the air. Phantom Spider, who was on top of a crate, growled before he spotted Black Widow, who just avoided another crate sent by Scarlet Witch.

With a grin, he shot a web at Black Widow, attaching it to her shoulder. Surprised, Black Widow looked at him, who was gesturing at Hawkeye and Scarlet Witch. Seeing what he was planning, she nodded. With a strong pull, Spider Phantom sent Black Widow towards Scarlet Witch and Hawkeye, before sending another web. The web attached itself to a surprised Scarlet Witch, before pulling her away from Hawkeye, who ducked from a kick aimed at Black Widow. Scarlet Witch rolled on the ground before she was covered in some webbing, sticking her to the ground.

"Vhat is this?" she exclaimed, struggling from her restraints.

"That accent…Sokovian?" Phantom Spider asked, crouching over Scarlet Witch. "Have to say, I don't know what your power is? Are you a Mutant? Or a Metahuman? Or maybe a witch. Are you a witch?"

"You talk too much," Scarlet Witch said in annoyed tone as she used her powers to free herself before using it to throw Phantom Spider towards an airplane, who managed to stick to it. He looked and saw her running to a fight between Black Widow and Hawkeye, with the archer losing.

"Hey, we're still friends, right?" Hawkeye asked to Black Widow as he blocked a strike from her.

"Depends on how hard you hit," she said before she quickly flipped him to the ground, causing him to roll to avoid hurting himself.

Just as Black Widow was about to knock him out with a kick, Scarlet Witch quickly stopped her, covering her foot with red energy. She then threw Black Widow towards a crate, slamming her to it.

Hawkeye turned to look at Scarlet Witch, who was giving him deadpanned eyes.

"You vere holding your punches," she said before running off to help someone else.

Phantom Spider was about to engage when another fight caught his attention. It was Black Panther and Bucky. He narrowed his eyes towards them before running towards them.

The two were trading blows, with Bucky using his robotic arm to block Black Panther's claws. The two then grabbed each other's throats, trying over power the other.

"I didn't kill your father!" Bucky grunted.

"Then why did you run?" Black Panther asked in an angry tone.

He then threw Bucky over his shoulder, causing him to slam to a crate. Bucky groaned and couldn't react as Black Panther was about to stab him on the face, when a red aura surrounded his hand. Surprised, he couldn't react when Scarlet Witch threw him towards an airplane.

Suddenly, thin wires wrapped around Scarlet Witch, surprising her. Phantom Spider swung passed her, causing her to fall. Phantom Spider shout as he aimed a punch at Bucky, who quickly jumped away. The punch cracked the concrete floor, surprising Bucky. Phantom Spider looked up at Bucky, his lenses narrowing.

"You…do you know the Fentons?" he asked to Bucky, who's eyes widened, recognizing the name. Phantom Spider noticed, causing him to nod. "Good. This makes things easier for me!"

He charged at Bucky, throwing punches and elbows, but the former army soldier was easily dodging and blocking them. Phantom Spider threw a kick, but Bucky caught it with his robotic hand before throwing Phantom Spider to the air, but he used a web to swing back towards him.

"Why do you care about the Fentons?" he asked the young hero.

"I care because I was there!" Phantom Spider shouted as he swung towards Bucky, readying a spiderang. Suddenly, a round shield cut his web, causing him to fall towards a car platform. He rolled on it before landing on a crouch, turning his attention to Captain America, who caught the shield that was flying back towards him.

"That thing doesn't obey the laws of physics, doesn't it?" he commented as Captain America looked at him.

"You have no idea what's going on here, kid," Captain America said, trying to reason with Phantom Spider.

"Stark said you'd say that," Phantom Spider said before firing a web. Captain America raised his shield to block it, not seeing another web attaching to his feet. He was suddenly pulled towards Phantom Spider before he propelled himself towards Captain America, doing a web-slinging kick. He kicked the guy on the chest, sending him to a generator, making him drop his shield as fall to the ground as Phantom Spider land on a crouch. "He also said to aim for the legs."

He saw Captain America getting up and running to his shield. He quickly ran after him, throwing a spiderang. The small weapon wrapped around Captain America just as he was about to reach the shield. Phantom Spider then charged at him, charging a Phantom Venom. As Captain America freed himself and grabbed the shield, Phantom Spider punch the super soldier on the back, shocking him. He expected him to fall down, but a shield was coming towards his face. He quickly ducked and slide down, aiming at the man's legs, shocking him again. Captain America grunted before grabbing the kid's arm and throwing him towards a passenger loading bridge. Phantom Spider used a web to swing himself on the bridge.

"Seriously? That was enough venom to knock out ten heavy wrestlers!" Phantom Spider exclaimed. "How much do you weigh?"

"What else did Stark tell you?" Captain America asked, ignoring the jab.

"That you're wrong, you think you're right, and that makes you dangerous," Phantom Spider said with a glare. "And he's right. You're helping a murderer!"

"He's innocent, he didn't know what he wass doing," Captain America said, defending his friend.

"Tell that to the Fentons!" he exclaimed before he jumped over the bridge, swinging towards the soldier. He fired a web line towards Captain America, but he was ready for it. He let his left arm get webbed, before grabbing the web and pulling Phantom Spider towards him, surprising the young hero. Captain America then spun around and kicked Phantom Spider towards the bridge, causing him to slam the pillar.

As Phantom Spider stood up, Captain America threw his shield to one of the bridge's support, causing it to bend and break, falling towards Phantom Spider. The young teen quickly caught it before it could crush him. He grunted a little, but he didn't fall.

"You got heart, kid," Captain America said, looking at Phantom Spider with a hint of respect. "Where you from?"

"…Queens," Phantom Spider replied with a grunt.

"Brooklyn," Captain America said with a nostalgic smirk and nodded before running off.

Phantom Spider just grunted as he tried to move away without getting crushed. With a strong push upward, he made enough space for him to jump away before the bridge landed on him. He groaned as he rubbed the sore spots on his body.

He ran back to the battlefield to help, but was shock to see something he didn't expected. Ant Man, someone who could shrink to the size of an ant, was now giant, holding on to War Machine's leg.

"HOLY SHIT!" he exclaimed as he slightly backed away from the giant. "HOW THE HELL DID THIS HAPPEN!?"

Iron Man and Vision flew around the giant, who was swinging War Machine around, using him as a bat. He then threw War Machine towards an airplane. Phantom Spider quickly ran after him before shooting a web to stop him. He got pulled along, but he used a truck to stop himself. The truck tumbled over, but he managed to stop War Machine from hitting the airplane.

"Thanks, kid!" War Machine exclaimed before flying towards Giant Man, with Phantom Spider hanging on the web.

Giant Man just kept attacking, kicking crates and pulling out airplane wings and used it to swing around. He then kicked a bus towards Black Panther, but Vision got in front of him, blocking the bus. Vision and Iron Man flew around Giant Man, trying to knock him down, but he kept swinging his arms, keeping them away. Black Panther then saw Captain America and Bucky running to the Quinjet. He ran after them, jumping on the craters, but Giant Man saw him and threw a kick. Black Panther jumped off the craters to avoid getting hit, rolling on the ground.

"You want them, you have to go through me," he said as he went to grab Black Panther.

Phantom Spider and War Machine were flying towards the humongous man. War Machine fired some concussion missiles, to get his attention. It hit him, causing him to turn to see War Machine and Phantom Spider.

Phantom Spider fired a web on Giant Man's arm and swung around it, gaining momentum before slamming his feet on his head, causing him to stumble. He steadied himself as Phantom Spider started crawling around him, shocking him with Phantom Venom, while Iron Man and War Machine tried to knock Giant Man down.

Meanwhile, Black Panther was dodging arrows from Hawkeye while Vision spotted Captain America and Bucky almost reaching the Quinjet. He turned intangible and flew through Giant Man's chest.

"Something just flew in me!" he exclaimed in panic as Vision stopped behind him and fired a laser to the tower near the docking bay. He cut it down, causing it to fall to the entrance, blocking it. Suddenly, a red glow covered the falling tower, stopping it. Surprised, Captain America and Bucky looked and saw Scarlet Witch straining to keep the building from falling.

"Go!" she grunted, causing Captain America to nod and the two started running. Meanwhile, Black Panther was just defeating Hawkeye before quickly running to the Quinjet.

War Machine, seeing what happened, quickly flew towards Scarlet Witch and fired a sonic blast, causing her to scream in pain as she covered her eyes, losing her concentration and letting the debris fall, but the two rolled through the debris before their path was blocked.

Meanwhile, War Machine flew back to Giant Man, who was still causing trouble for Iron Man.

"Does anyone on our side have an amazing, fantastic secret power they're hiding?" Iron Man asked as he avoided a swat from Giant Man.

"No, but I can do this!" Phantom Spider exclaimed as fired a web, and swung himself to Giant Man's head, webbing his eyes, blinding him.

"I can't see!" he exclaimed as Phantom Spider jumped off his head, before throwing two web lines on Giant Man's waist.

"I always wanted to do this!" he exclaimed as he started swinging around the man, tying up his giant legs. "It's like I'm tying up the giant camel robots!"

"Geez, Tony," War Machine said as he and Iron Man flew around Giant Man as Vision went after Captain America and Bucky. "How old is this kid?"

"He's fifteen, I think, I didn't carbon-dated him," Iron Man replied, before his eyes widened. "Hang on, I think the kid is on to something. Grab the bus!"

As the two armored heroes grabbed the bus, Phantom Spider kept swinging around the man's legs, before he landed on the ground. With a strong pull, he pulled the legs together, causing the giant to be unbalanced. He was then slammed on the chest by a bus carried by Iron Man and War Machine, causing him to fall to the hard ground, smashing a few crates. He groaned before shrinking back to normal size.

"…Does anyone have orange slices?" he asked in a daze.

Phantom Spider quickly rushed towards Ant Man and restrained him with his webbing. For good measure, he also went ahead and restrained the unconscious Hawkeye.

Meanwhile, Vision landed next to the dazed Scarlet Witch, kneeling next to her and gently picking her up. The two looked at each other quietly.

"I'm sorry," he said to her.

"I'm sorry, too," she said sadly. "Vhat a mess ve made."

"Like I said, catastrophe," Vision said with a small smile.

Meanwhile, Captain America and Bucky managed to hijack the Quinjet, with help from Black Widow, who distracted Black Panther long enough for them to take flight, but it wasn't over yet.

Now, War Machine and Iron Man, spotting them, was flying after them, with Falcon behind them, trying to stop them, firing concussion missiles.

"Vision, do you copy?" War Machine said to Vision. "Target his thrusters. Turn him into a glider."

Vision aimed at Falcon's thrusters, and fired a beam from the gem on his head. Unfortunately, Falcon saw it, so he dodged it, causing the beam to hit War Machine.

"Rhodey!" Iron Man exclaimed as his best friend fell towards the ground, his suit damaged. Falcon, seeing what happened, flew after them. The two flew as fast as they can, trying to catch the falling hero spiraling to the ground. Just as Iron Man was about to reach him, he hit the ground, causing the dirt and dust to explode. "RHODES!"

He quickly landed and rushed towards his friend, kneeling next to him. He quickly ripped the metal mask off, revealing him passed out, his nose bleeding.

"Quick, check for vitals!" Iron Man said as his helmet lifted off his face, showing his worried expression.

" _There's a pulse, but it's weak,"_ Friday said to Iron Man, her tone worried. _"Contacting the nearest hospital."_

Falcon landed near them, his wings retracting. He looked at the unconscious Rhodes. This wasn't supposed to happen. He looked at Tony, who looked lost.

"I'm…I'm sorry," he said. Tony, out of anger, shot a repulsor blast that knocked Falcon off the ground.

Seconds later, Vision flew towards them, looking at what he did. Tony held on to his friend, shaking in anger.

 **And that's it for Chapter 2! I did a few changes, and then revealed that Winter Soldier is Danny's parents' killer! What a twist! Well, as you see, Danny wasn't injured, so he's still in the movie part of the story, especially the part of the final battle. Can't wait to see how that goes. Well, next chapter, interrogation! See you later!**

 **Edit: I did some changes after you guys told my why Iron Man shouted "CODY!"**

 **Well, I thought Cody was War Machine's nickname. Turns out, I was thinking about Cody Rhodes, a WWE wrestler. My bad. Thanks for pointing that out.**


	4. Chapter 4

**Welcome back to another chapter of Phantom Spider! Last chapter, the epic Airport Battle happen! I enjoyed writing that one. Well, in this chapter, Tony is gonna do some interrogating in the underwater prison. And Danny is gonna tag along.**

 **So, sit back and enjoy!**

Chapter 3: The Truth

Danny was wincing as he applied an ice pack to his swollen cheek. Thankfully, he heals fast; a bruise like that was going to be gone in a day, but it still hurt.

He sighed heavily, sitting on a bench. Accepting Tony Stark's request, he didn't think things would escalate so quickly. A day ago, he was just a kid swinging on the streets, taking down thugs and saving people. And now here he was, having just fought the Captain America and finding the man who killed his parents.

He clenched his fists as he thought about the man. Deep down, he always dreamed of this, to find the man who killed his parents and avenge their deaths. And he finally has the chance.

With that in mind, he grabbed the pair of shades in his jacket pocket, put them on to hide his identity and he walked out the clinic, to looked for Tony and ask him about their next plan. He was currently in Avenger's Facility, where the team resides and trains. It was currently buzzing with activity, with people from the government, trying to locate Captain America and Winter Soldier's location.

After looking for a while, he found Tony, who had a cast on his right arm, looking out the window on the grassy field outside, a tense atmosphere around him. It felt like he just went through a very uncomfortable conversation. He was talking on his watch, which was releasing a holographic screen.

"Mr. Stark?" he called, walking towards him. "I'm ready. What's our next move?"

"You're going home," Tony said, surprising Danny.

"What?" he asked. "I don't think I heard you right."

"You didn't hear wrong," Tony said as he patted the kid on the shoulder before walking away. "You've done enough, thanks. I'll have Happy give you a ride back to your family. Good job kid. You got an A."

"You can't!" Danny exclaimed. "I have to do something about this!"

"You've done plenty, kid," Tony said as he started walking away. "Go home and do your homework."

"That man killed my parents!" Danny exclaimed, causing Tony to stop. "He was the same man who killed them. I've dreamt of this moment for so long. Please…"

Tony stood there after Danny pleaded to him. In some way, he could relate to him. He also lost his parents at a young age, in a car accident, and he felt helpless about it. If he was given a chance to do something about it, he would take it.

But he almost lost Rhodes, who was now surely paralyze from the waist down. He wouldn't live with himself if something like that happened to the kid, or worst.

He looked at Danny, who looked determined to continue.

"…Fine, but the minute it becomes guns blazing, I'm sending you back," Tony said as he started walking. "Got it?"

"…Thank you," Danny said before he followed Tony. "So, where are we going?"

"Somewhere wet," Tony said.

 _Later…_

Tony and Danny were riding on a self-flying helicopter over the raging seas. Danny tried to see where they were going, but all he saw where raging waves of water.

"What exactly is here, anyway?" Danny asked as he turned to Tony, who was watching something from his cellphone. "What's that?"

" _It's the psychiatrist the Task Force called as soon as Barnes was captured, founded dead,"_ FRIDAY, Tony's A.I. companion, replied, showing a man in his fifties, with gray hair, a mustache and glasses. _"A Dr. Theo Broussard from Genova. Before his death, he met up with this man."_ She showed a video of someone approaching Dr. Broussard, a man in his late thirties with brownish hair.

"Did you run any facial recognitions yet?" Tony asked.

" _What do I look like?"_ FRIDAY asked.

"I'm picturing someone with red hair," Tony replied.

"…You better not be thinking about my aunt," Danny said in a deadpanned tone.

"Different red head," Tony replied as FRIDAY finished scanning

" _The fake doctor is actually Col. Helmut Zemo,"_ she said, showing a profile of Zemo in the army. _"He was the leader of EKO Scorpion, a Sokovian covert kill squad."_

"A Sokovian?" Danny said as Tony looked surprised by that information, throwing a holographic screen to get a better look.

"…Where was Dr. Broussard's body found?" Tony asked, before the screen showed the man in a bathtub, dead.

"My God," Danny said, feeling sick.

" _His body was found in a Berlin hotel room, where police also found a wig and facial prosthesis,"_ FRIDAY replied. _"Approximating the appearance of one James Buchanan Barnes."_

The screen then showed the image of the Winter Soldier before the bombing, comparing it to Zemo, an almost complete match.

"…Son of a bitch," Tony said as he returned the hologram to the cellphone. "Send this to Ross."

" _Right away, boss,"_ FRIDAY said, sending the information.

"…" Danny remained silent.

"You okay there, kid?" Tony asked as Danny sighed.

"So what if he was framed, he still killed my parents," Danny said as he clenched his fists. "He still needs to answer for that."

"Fine, but no violence," Tony said, causing Danny to nod as he placed his chin on his hands.

After a few minutes, Danny heard something outside the helicopter. Standing up to get a closer look, he saw something rising from the raging sea. His eyes widened when he saw a giant structure appearing, a circular, black building. The roof opened, revealing a landing pad, which had some soldiers

"What is this place?" Danny asked in shock.

"The Raft, a place where we can get answers," Tony said as they walked out the helicopter, where an old man with white hair and mustache walked towards them. "So, you got the files? Let's reroute the satellites, start facial scanning for this Zemo guy."

"You really think I would listen to you after what you did to that airport?" Ross asked with a glare. "You're lucky you're not in one of these cells. Who's he?"

"The kid Is with me," Tony said, patting Danny on the shoulder.

Ross led the two the monitor room, where a lot of security guards were monitoring the current prisoner. Tony's eyes widened in shock as he saw Wanda, Clint, the guy who became big and Sam. He looked at Wanda's screen, who was sitting on the ground, restrained by a straightjacket, glaring at the camera.

"Why are they here?" Danny asked, looking at Tony.

"They're not supposed to be here," Tony said, looking at Ross. "Why did you put them here?"

"This place was built to hold super-powered criminals, where else would they be placed?" Ross said.

"Super-powered? That guy just uses a bow and arrows," Danny said, gesturing at Clint's screen.

Tony looked at Sam's screen, before turning to Ross. "Let me try and talk to them. Maybe I can find out where Roger and Barnes are."

Ross looked at him before nodding. Tony walked in the cells with Danny behind him, not wanting to be in the room with Ross. He kept his gaze on the ground, feeling uncomfortable.

"The Futurist, lady and gentlemen!" a voice called, causing him to pause. "The Futurist is here! He sees and knows all! And he decides what's good for you, whether you want it or not!"

"Give me a break, Barton," Tony said, walking to his cell. "I didn't know they'd put you in here."

"Well, you'd know they put us somewhere," Clint said in a sarcastic tone.

"But not in here," Tony said. "Not in this super-max floating ocean pokey. This place is for maniacs. For-."

"The word you're looking for is criminals, Tony," Clint said, looking at Tony. "You know, that word didn't used to mean me. Or Sam. Or Wanda. But here we are. All thanks to you."

"I didn't make you come out of retirement," Tony said, but Clint just ignored him, saying 'la, la, la…' to annoy Tony. "You read it, you broke it. You're a grown up. You got a wife and kids. Why didn't you think about them before you chose the wrong side?"

Clint didn't reply. Tony then walked away from his cell as Clint stood up.

"You gotta watch your back with this guy," he exclaimed, looking angry. "There's a chance he's gonna br-!"

Suddenly, a web hit his mouth, surprising him. He looked and saw Danny pocketing his hand before following Tony as Clint tried to remove the web on his face.

"Hank Pym did say to never trust a Stark," the man said, glaring at Tony, who looked at him.

"Who are you?" Tony asked genuinely.

"…Come on, man," the guy said as Tony walked to Sam's cell, who was looking at the wall, arms crossed and back faced at Tony.

"…How's Rhodes?" he asked Tony.

"They're flying him to Columbia Medical tomorrow," Tony said with a sigh. "So, fingers crossed. So...You need something? Did you eat yet?"

Sam turned to face him, showing a bruise on his face. "What? You playing good cop now?"

"I'm just the guy who needs to know where Steve went," Tony said.

"Then you need to get a bad cop," Sam said with a glare. "Because you're gonna have to go James Bond on my ass to get information out of me."

"That could be arranged," Danny said as he lifted his hand, showing green sparks.

Tony just rolled his eyes before he grabbed his watch, touched the screen and pressed something.

"There, I've taken out the A from their AV," he said, getting the two's attention. "We got about thirty seconds before they realized it's not their equipment. Here, just look."

He then showed the picture of a dead Dr. Broussard.

"This is the doctor that was supposed to interrogate with Barnes," Tony said as Sam looked at him. "Clearly, I was wrong, Sam."

"Well there's a shock," Sam said sarcastically.

"Cap is definitely off the reservation, but he's going to need all the help that he can get," Tony said. "I know we don't know each other so well. You don't have to-."

"It's alright," Sam said with a sigh. Tony looked at him expectantly as Sam thought about it. "But if I'm going to tell you, then you go there alone, and as a friend."

"Yeah…I don't think that's possible," Tony said, looking at Danny.

"Totally not possible," Danny said, crossing his arms.

"…" Sam looked at them before sighing, telling them something.

Later, the two were walking back to the helicopter, with Ross escorting them.

"Stark, did he give you anything on Rogers?" Ross asked as Danny boarded the helicopter first.

"Nope," Stark replied as he followed Danny. "Told me to go to hell. I'm going to the compound instead, taking my young friend back to his home. But you can call anytime. I'll put you on hold, though. Like to watch the line blink."

With that, Tony merrily waved at the scowling Ross before the helicopter took off, back above the raging seas.

Once they were a good distance away, Danny took off his jacket, shirt and pants, revealing the Phantom Spider outfit. Tony removed the cast, rubbing it to soothe the pain, and pressed a button near his sit. Suddenly, the sit started morphing and opening, some parts turning into red and gold armor.

Danny put his mask on and changed his hair white. Phantom Spider then opened the door and jumped off the helicopter just as Iron Man fell of from the bottom of the helicopter. Phantom Spider shot a web and hit Iron Man, who started flying from the opposite direction of where the helicopter was going.

Unaware, the two were being followed by a black aircraft hidden in the black clouds.

 _Later…_

After almost two hours, the two finally arrived at their destination. A snowy mountain in Siberia where an underground HYDRA base was hidden. The two landed on the snowy ground, where they saw the Quinjet and a pair of fresh footprints.

"Damn, this place is cold," Phantom Spider said as he shook from the cold.

"Don't worry, your suit comes with a heater," Iron Man said as Phantom Spider's suit started steaming.

"Woah. Cozy," Phantom Spider said before they made their way towards the facility. It was dark, dank and cold, full of dust and cobwebs. Phantom Spider followed Iron Man through the ceiling, to get a better look out.

They followed the footprints, which then led to an elevator, which led them deeper underground.

"How deep is this place?" Phantom Spider asked as he waited for the elevator to reach the bottom. He was currently refilling his web shooters, in case he needs it.

"Too deep," Iron Man said before the elevator finally stopped. The two then walked towards a closed, metal door. "Stand back."

Iron Man grabbed the two sliding doors and started pulling them apart. Once they were opened, he saw two figures, who looked ready to fight. Bucky was aiming an M249 Paratrooper SAW at him as Captain America held his shield at the ready.

Iron Man and Phantom Spider, who was crawling on the wall, entered the room, with Iron Man folding his helmet to reveal his face. He and Captain America looked at each other, no longer as tense as the confrontation back in the airport.

"Well, you seem a little defensive," Tony said.

"It's been a long day," Captain America said, still tense in case it was a trap.

"At ease, soldier," Tony said as the two walked forward while their companions tensed, ready to fight if needed. "I'm not currently after you."

"Then why are you here?" Captain America asked.

"…Could be that your story's not so crazy, maybe" Tony said replied. "Ross has no idea we're here, and I like to keep it that way. Otherwise, I have to arrest myself and send the kid to juvie."

"Well, that sounds like a lot of paperwork," Captain America said, a slight smile on his face, causing Tony to smirk. "It's good to see you, Tony."

"You too, Captain," Tony said before he notices Bucky still tense. "Hey, Manchurian Candidate, you're killing me. There's a truce here. You can drop the gun."

Captain America gestured at Bucky to lower his gun, which he did.

"And remember your promise, kid," Tony said as his helmet got back up. "No violence."

Phantom Spider didn't say anything, he just nodded, though he was still narrowing his lenses at Bucky.

The group then continued on their way, now having enough to battle the four more Winter Soldiers. Iron Man was leading the group, using his sensors to detect any heat signature, Captain America was behind him, Bucky was covering their backs and Phantom Spider was following them on the ceiling.

Suddenly, Phantom Spider turned around, looking at the halls, his lenses narrowing. He thought he felt someone following them, but there was no one behind them. With a shrug, he turned back to the front. Peeking at the corner was Black Panther, who was narrowing his eyes at the group, silently following them.

They turned to a circular door, which led them to a dark hallway.

"I got heat signatures," Iron Man said as Phantom Spider landed next to him.

"How many?" Captain America asked as they all prepared to fight.

"Uh…Just one," Iron Man said, confused.

The group walked further until the lights turned on they saw themselves in a large chamber, full of yellow pods, which were not empty. Captain America looked at the pods with narrowed eyes.

"If it's any comfort, they died in their sleep. They did not feel any pain," an accent voice said. Looking closely, the group saw that the occupants of the pods had bullet holes in their heads. "Did you really think I vanted more of you monsters?"

"What the hell…" Bucky said, his gun aimed and ready to fire, in case something would happen.

"If you didn't want these soldiers, then what do you want?" Phantom Spider asked aloud, looking around the creepy room.

"They did the one thing I vanted, to bring all of you here," the voice replied, before they saw lights flicker behind a steel wall and glass window. Everyone, out of reflex, prepared to fire at the window, when Captain America suddenly threw his shield, which harmlessly bounced off the glass window, going back to Captain's arms.

"Please, Captain," Zemo said with a shake of his head. "The Soviets built this chamber to withstand a blast of UR-100 rockets."

"I bet I can beat that," Iron Man declared as they walked towards the window, with Phantom Spider walking on the rails where the computers, which would activate the pods, were located.

"I'm sure you vould, Mr. Stark, given time," Zemo said. "But then you'd never know why you came."

As they talked, Black Panther kept himself hidden by the doorway, listening intently.

"You killed innocent people in Vienna just to bring us here?" Captain America said, sounding angry as he was walked closer to the window. Once he was close, Zemo looked at him up and down, analyzing every detail of his face.

"I've thought about nothing else but meeting you for over a year," Zemo said as he looked at Captain America's eyes. "I studied you. I followed you. But now that you're here, standing in front of me, I just realized…that there is a bit of green in the blue of your eyes. How nice, to find a flaw."

"You're Sokovian," Captain America said, recognizing the accent. "Is that what this is about?"

"No," Zemo said, shaking his head. "Sokovia was a failed stated long before you blew it to hell. This is about keeping a promise I made."

"…You lost someone?" Captain America asked.

"I lost everyone," Zemo said with his eyes shinning with unshed tears. "And so vill you."

Zemo then pressed something next to him, causing a computer nearby to turn on, showing a video, with 16 and 1991 between a word written in Russia. Captain America looked at him before he, Phantom Spider and Iron Man, who's helmet was folded up, walked closer to the screen. Bucky just kept his sights on Zemo, gun aimed and ready.

"An empire toppled by its enemies can rise again," Zemo said. "But one which crumbles from vithin? That's dead, forever."

"December 16, 1991?" Tony said with wide eyes before he saw the screen showing a familiar road. Bucky looked shock when he heard Tony. "I know that street…what is this!?"

He turned to glare at Zemo, who didn't answer. The group just kept watching intently. Suddenly, a car crashed as a motorcycle zoomed passed it. Tony watched intently as he recognized the car. As the car's hood erupted in flames, the motorcycle returned and the figure walked towards the car.

Tony's dad suddenly crawled out of the car as the figure walked towards him. He grabbed his head and lifted his face.

" _Sergeant…Barnes?"_ Howard Stark said in disbelief as Tony and Phantom Spider turned to Bucky, who was looking at the ground.

Tony turned back to the screen and watched as Winter Soldier viciously punched Howard's face until he was dead. Tony shook in silent anger as Winter Soldier placed the body back in the car before walking to Maria Stark, who kept calling for her husband. The Winter Soldier then grabbed her neck and started strangling her until she was dead.

The video ended when Winter Soldier walked near the security camera and shot it. The group stood there in silence as Tony process what he just learned. Tony suddenly tried to go to Bucky, who raised the gun by instinct.

"Tony, no!" Captain America said, grabbing Tony's arm, stopping him. Tony looked at the arm before looking at Captain America with wide eyes before they changed with a look of betrayal.

"Did you know about this?" he asked quietly.

"…I didn't know it was him," Captain America said.

"Don't bullshit me Rogers," Tony said harshly. "Did you know?"

Captain America looked at the eyes of his friend. "…Yes."

Tony backed away from Captain America, unable to process that someone he considered a friend would hide something like this from him. He took deep breathes, trying to collect himself, to figure out what he should do next.

And suddenly, he sucker punched Captain America on the face.

 **Whelp, cliffhanger! If there's a word similar to cliffhanger that involves getting a surprise punch, I would have used that word. Hope you liked the chapter. If you're wondering about the scene in the prison, well, it just feels uncalled for Hawkeye to say that about Iron Man. And after what happened to Rhodes, saying about the back thing was too far. So Danny had to web his mouth up.**

 **As for not knowing who Scott Lang was, I thought he was serious about that. Tony might not even know who Hank Pym is personally.**

 **As for the James Bond comment, well, I don't know who Mark Fuhrer is, so I just went to the movie where they beat up people to get answers.**

 **So, now it's almost time for the climactic battle. Next chapter, Iron Man and Phantom Spider vs Captain America and Bucky. See you later!**


	5. Chapter 5

**Hope five days weren't too long for you guys. It was for me. Anyway, last chapter, Tony, after finding out that Captain America, someone he considered a friend, lied to him about his parents' death. Now, he and Danny finally have something in common; Winter Soldier killed their parents. That's gotta be interesting.**

 **Now then, on to the epic battle.**

Chapter 4: Confrontation

Captain America, surprised by the punch, flew a few feet away, landing roughly on his back as Iron Man's mask came back up as he turned to Bucky, filled with anger.

Bucky quickly lifted his gun and was about to fire, when a web suddenly attached itself to the gun and was yanked off his hands. Phantom Spider then jumped and landed behind Bucky, delivering a kick to his back, sending him flying to Iron Man, who delivered a lariat that sent Bucky slamming to the ground.

As this was happening, Zemo quietly left the scene, slinking into the shadowy background.

Iron Man was about to blast him with a repulsor blast, when a round shield hit him, causing him to miss. He turned and saw Captain America charging at him, catching the shield. He was about to slam into Iron Man, when thin wires suddenly wrapped around him from a spiderang, causing him to lose balance.

Bucky, using the distraction, punched Iron Man away with his robot arm, knocking him a few feet away from him. He quickly stood up, but Phantom Spider swung towards him and grabbed him by the chest before throwing him to the other side of the chamber, shooting a web that hit Bucky's midsection, sticking him to the upper parts of one of the pods.

Phantom Spider then appeared in front of him, using his feet to stick on the wall, and started punching Bucky on the face as hard as he can. His fifth punch was stopped when Bucky blocked it with his left arm and used the right arm to grab him by the arm and slammed him to the wall, causing him to fall to the ground.

Iron Man stood up and flew towards Bucky, who was trying to get rid of the webbing sticking him to the wall. Iron Man kneed him on the gut, causing him to gasp in pain, before grabbing his neck and aiming a repulsor blast to his face, but Bucky grabbed the hand aimed at him with his robotic arm and started crushing it, causing it to break.

Iron Man quickly tore his hand away from the robot arm and aimed a missile right at Bucky's face, who quickly pushed the arm away, causing the missile to fly to another direction, hitting one of the pods, causing a chain explosion as the pods fall over each other like dominoes.

On the ground, Captain America was struggling to get the thin wires off him, using his arms strength to tear the wires apart. Once he was freed, he ran towards the two, watching as the pods fall over, reaching them.

Bucky, seeing the debris coming towards them, quickly pushed Iron Man away and tore the webbing, freeing him just as the pod he was stuck on fell, hitting Iron Man, trapping him in the debris.

"Mr. Stark!" Phantom Spider exclaimed as he stood up and ran towards the man as Bucky quickly stood up from his rough landing and looked at Captain America.

"Go! Get out of here!" he exclaimed to his friend, who nodded and quickly made his way to the exit. Phantom Spider quickly pushed the debris off Iron Man, who quickly flew after Bucky. Once he was within range, he fired a repulsor blast, only for a round shield to intercept it, causing it to fly upwards before landing on Captain America's hand, who landed on his way.

Bucky, seeing that he inside a launch silo, quickly punched the button, causing the top to open before he quickly climbed up using the platforms.

"It wasn't him, Tony!" Captain America exclaimed, trying to reason with Iron Man. "HYDRA had control of his mind!"

"Move!" Iron Man exclaimed, not listening as he flew after Bucky.

"It wasn't him!" Captain America exclaimed as he caught Iron Man's right leg and started slamming it with his shield before letting go.

He was about to go after him but felt something pulling him back. Surprised, Phantom Spider propelled himself towards Captain America, using both feet to slam him to the ground.

"Stay down, old man," he said as he swung towards the launch silo. When he got there, he saw Iron Man flying after Bucky, his right boot not working. He was about to follow when he saw Captain America running towards him. Phantom Spider quickly made a giant web, blocking the entrance.

He then swung after Bucky, jumping on the platforms. He jumped passed Iron Man before he finally reached Bucky, grabbing him by the back of his armor and throwing him to a lower platform, where Iron Man appeared, aiming a repulsor blast. He fired, but Captain America quickly intercepted, redirecting the blast right back at Iron Man's head with the shield, causing him to fall to another platform.

Captain America then helped Bucky up his feet as he saw Iron Man quickly getting back up his feet and Phantom Spider going down towards them.

"They're not gonna stop," he said to his friend. "Hurry, go!"

As Bucky started climbing, Phantom Spider jumped towards him, only to be tackled by Captain America, causing the two to fall.

"Hey, let go!" Phantom Spider exclaimed as Captain America grabbed his wrists from behind and aimed them at Iron Man, who started jumping after Bucky, shooting a web line, attaching it to Iron Man, pulling him with them.

The three fell deeper into the launch silo, with Iron Man landing on an upper platform while Captain America and Phantom Spider landed on a lower one.

Phantom Spider groaned, pushed himself on his knees as Captain America quickly stood up. He saw Iron Man about to fire a missile, and was about to throw his shield, when Phantom Spider suddenly kicked the shield off his arm. Captain America tried to punch Phantom Spider, but he blocked the punch and threw two punches on the torso before he grabbed his arm and threw him to the other side of the room, firing webs to stick him to the wall.

"Stay there," Phantom Spider exclaimed as Captain America struggled from the restraints.

"Why are you doing this!?" Captain America exclaimed to Phantom Spider, not knowing his motivation for chasing after Bucky.

"He killed my parents," Phantom Spider said coldly before jumping after Bucky, who was near the exit.

Iron Man aimed a missile to stop Bucky and tried to fire, but his targeting system seems to be malfunctioning.

" _Targeting system's knackered, boss,"_ FRIDAY said.

"I'm eyeballing it," Iron Man said as his mask folded back to give him a better view. Using one eyes, he carefully aimed at the opening door, firing.

Just as Bucky was about to get out, the missile hit its target, causing the opening to close. Surprised, Bucky quickly jumped down to avoid getting crushed, trapping him in the silo.

Suddenly, Phantom Spider landed on the same platform Bucky was on. Bucky quickly threw a punch with his metal arm, but Phantom Spider quickly dodged it and countered with a knee to the gut, causing Bucky to double over. Phantom Spider followed with a chop to the neck, sending Bucky to his knees.

He was about to punch him in the face, when Bucky suddenly lashed out with a punch with his left, almost knocking Phantom Spider off the platform. Bucky then noticed Iron Man about to land behind him, so he quickly grabbed a discarded beam and swung it at Iron Man, just as he landed.

The swing slammed Iron Man to the wall, and Bucky was about to follow it with another, when a web suddenly yanked the beam off his hands. Surprised, Bucky didn't react when Iron Man punched on the face, causing him to stumble towards Phantom Spider, who grabbed him on a sleeper hold.

"Tell me," he whispered angrily to Bucky's ear. "Do you remember them? Do you remember all the people you murdered in cold blood? Do you remember my parents!?"

"…I remember all of them," Bucky quietly replied before he freed himself from Phantom Spider, only to be grabbed Iron Man.

"You're not getting away," Iron Man said, firmly holding Bucky.

He started levitating down, with Phantom Spider jumping to a lower platform, only for his spider sense to tingle. He looked and was suddenly tackled by Captain America, slamming into Bucky and Iron Man.

The four of them fell towards the bottom of the silo, with Bucky landing on one of the lower platforms. Iron Man and Captain America harshly landed on the ground, with Captain America falling to where the flames from the rocket launch exits. Phantom Spider quickly shot a web line to stop his fall. He managed to slow down his fall, but his back still slammed on the ground from the impact.

He groaned in pain before he slowly stood up, along with Iron Man. The two then looked at Captain America, who was as bruised as them, but still looking ready to fight them.

"This isn't going to change what happen," Captain America said, trying to reason with them one more time.

"We're way past caring," Phantom Spider replied.

"He's right," Iron Man agreed.

Phantom Spider suddenly jumped and fired two strands of webs, pulling himself towards Captain America, tackling him to the ground with his shoulder. He jumped over as Captain America quickly stood up, only to be met by Iron Man's fist to his face. He stumbled back, and was met right hook from Spider Man, followed by a kick on the gut by Iron Man, causing him to bend forward. Phantom Spider then kneed his head, sending it back up, which was open to Iron Man's fist on the face, sending him to Phantom Spider, who gave him a kick to the chest, making him stumble before Iron Man tackled him to the ground and started punching him repeatedly.

Captain America tried fight back, but he couldn't move from Iron Man's punches. Bucky slowly stood up as he saw his friend getting beaten. He then saw the shield below him, so he jumped off the platform, grabbed it and ran towards the three.

With a shout, he jumped towards them and slammed the edge of the shield on Iron Man's back, causing him to stumble off Captain America, before using the front to slam Phantom Spider, knocking him a few feet away from them. Iron Man fired a repulsor blast, which Bucky blocked with the shield.

Bucky then threw the shield at Captain America just as Iron Man threw a punch at him, which he blocked before kicking Iron Man on the abdomen. Before Iron Man could recover, Captain America slammed the shield on his head, which Bucky followed with a right hook, causing Iron Man to fall on his knees.

Captain America was about to slam the shield on Iron Man's head, but Iron Man quickly blocked it and was about to fire a repulsor blast when Captain America threw his shield, hitting Iron Man's chest, which bounced towards Bucky who caught it. Bucky then used it to jab Iron Man on the stomach before tossing the shield back at Captain America.

Just as he was about to slam the shield on Iron Man, Phantom Spider threw two web lines on his back and pulled Captain America towards him, surprising the soldier. He then kicked the back of Captain America's right knee before he delivered a hammer fist to his head.

Captain America quickly spun around and tried to punch Phantom Spider, but he quickly jumped over Captain America and did a back kick that sent Captain America to the wall. Captain America threw a punch that Phantom Spider ducked delivering an elbow to the chin that sent Captain America to the wall. Phantom Spider then charged his hands with Phantom Venom before slamming his fists on Captain America's chest, shocking him with enough venom to take down an elephant, causing him to scream in pain.

At the same time as Captain America and Phantom Spider were fighting, Iron Man focused on Bucky, exchanging and blocking blows. Bucky punched him on the face, he quickly delivered two punches. He threw another punch, which Bucky blocked and used it as a momentum to give a spinning elbow, which Iron Man blocked before he fired a laser which Bucky redirected by forcing Iron Man's arm to the air, hitting the ceiling instead, before delivering a strong punch that sent Iron Man to the wall. He then pushed Iron Man's head to the wall and used his robotic arm to crush the reactor in his chest, trying to deactivate the suit. Iron Man tried to remove Bucky's hands off him, but he kept his hand on the reactor.

Back with Captain America, he struggled to stay conscious from being shocked. He received shocks before, but this was different. He tried to move forward, but Phantom Spider kept still, not moving an inch.

Using any strength that he could muster, he reached for Phantom Spider's arms and managed to grab it. Gritting his teeth, he started pushing the arms away from him, causing Phantom Spider's lens to widen as he struggled to push his hands back.

The two struggled before Captain America, with a roar, managed to push the sparking hands away, right into Phantom Spider's chest. He screamed in pain as he was shocked by his own venom, the suit overloading. He crumpled to the floor, his suit sparking and his body twitching.

Meanwhile, Iron Man tried to get Bucky to let go of his arc reactor, trying to punch him, but Bucky kept pushing his head to the wall as he slowly crushed the reactor. Just as he was about to crush it, Iron Man released a unibeam from his chest, blasting Bucky off him, severing the robotic arm off him.

Bucky stumbled backwards, looking at his smoking, limbless side. Iron Man then fired a repulsor blast that knocked Bucky to the ground.

Captain America and Iron Man then looked at each other before the Super Soldier charged towards the Armored Avenger, who fired repulsor blasts at him, which he blocked with his shield. Once the two were close, Iron Man fired lasers from both hands, which Captain America blocked with the shield, causing a blinding flash of light.

Meanwhile, outside the compound, sitting on a rock and overlooking the snowy mountains of Siberia, Zemo was listening to the voice message of his late wife, a sad look on his face. Now that he finally accomplished his goals, he felt empty. He finally got his revenge on the Avengers, but it cost so many lives, a lot which were innocent.

" _You should have seen his little face,"_ his wife's voice said as he listened to it intently. _"Just try to come home, okay? I'm going to bed. Goodnight. I love you."_

Once it was done, Zemo looked at it one last time before deleting the recorded message, a gun ready to be fired at his right hand.

Black Panther quietly walked towards him, his claws sharp and ready to strike. He suddenly stopped a few feet away from him before he removed his helmet, revealing an African-American man with curly hair and a short beard. He put his helmet down and walked towards Zemo, who didn't react.

"…I almost killed the wrong man," T'Challa said, standing near Zemo, who barely turned his head.

"Hardly an innocent man," Zemo said.

"This is all you wanted?" T'Challa asked, looking at Zemo. "To see them rip each other apart?"

"…My father lived outside the city," Zemo said, looking at his empty voice mail. "I thought ve vould be safe there. My son vas excited, seeing the Iron Man from the car vindow. I told my vife, 'don't vorry, they're fighting in the city. Ve're miles from harm'…"

There was a bitter smile on his face as he remembered the last moment he had with his family, before his entire world crumbled.

"Vhen the dust cleared…and the screaming stopped…it took me two days until I found their bodies," he continued. "My father, still holding my vife and son in his arms. And the Avengers? They just vent home."

T'Challa listened as Zemo's eyes shined through unshed tears as he remembered no one helping him find his family buried in the rubble.

"I knew I couldn't kill them, more powerful men than me have tried," he said. "But…If I got get them to kill each other…" He suddenly turned to T'Challa, a solemn look on his face. "I'm sorry about your father. He seemed a good man, with a dutiful son."

T'Challa looked at the man who killed his father, now looking like a lost shell of a man, having achieved his goal, in the cost of so many lives.

"…Vengeance has consumed you, like it is consuming them," T'Challa said as he looked at his claws, taking deep breathes to calm him down. "…I'm done letting it consume me."

With that, he retracted his claws, no longer wanting to kill him.

"Justice will come soon enough," T'Challa said.

"Tell that to the dead," Zemo said as he quickly put the gun under his chin and pull the trigger. Black Panther quickly moved towards him and grabbed the gun by the nozzle, blocking the bullet. He then quickly restrained a struggling Zemo, trapping him in a sleeper hold.

"The living are not done with you, yet," T'Challa said to Zemo, making sure the man won't escape justice.

Back with Captain America and Iron Man, the soldier pushed Iron Man to the wall, viciously attacking him with his fists and shield, slowly destroying the armor.

" _You can't beat him hand-to-hand!"_ FRIDAY exclaimed as Iron Man struggled to fight back.

"Analyze his fight patterns!" Iron Man said as he endured the beatdown.

" _Scanning!"_ FRIDAY exclaimed as she quickly studied Captain America's movements and patterns. As she scanned, Captain America kept attacking fiercely, knocking Iron Man to the wall back and forth, and was about to slam his shield on his helmet. _"Countermeasures ready!"_

Iron Man then caught the shield with his left hand, stopping Captain America's assault. The soldier looked at the shield before at Iron Man.

"My turn," he said before blasting the shield off Captain America's arm, sending it to the middle of the area. Captain America threw a punch, but it was blocked by Iron Man, who quickly blasted Captain America on the abdomen, sending him on his back a few feet away.

Iron Man then dashed and quickly deflected a punch before throwing one on Captain America's left kidney and then slamming a repulsor-powered elbow on his face. He then followed it with a strike to the jaw and a repulsor blast on the side, causing Captain America to fall on all fours, panting heavily.

Iron Man walked towards Captain America, who slowly looked up at him, still a fire in his eyes.

"…He's my friend," Captain America said.

"…So was I," Iron Man said before he viciously punched Captain America on the face twice, causing him to fall back on all fours. He was then grabbed by the back of his outfit and was thrown towards the opening, slamming on to the two pillars. "Stay down, final warning."

Iron Man aimed a charging repulsor blast at Captain America, who was weakly going back to his feet, holding his fists up.

"I can do this all day," he said, not backing down.

Just as Iron Man was about to fire, Bucky suddenly grabbed his leg, getting his attention. He quickly kicked him on the face, but it gave Captain America a chance. He grabbed Iron Man and lifted him to the air before slamming him to the ground.

Before Iron Man could recover, Captain America got on top of him and started punching the mask, before grabbing the shield and using it to rammed the helmet off Iron Man's head, revealing his bruised and bleeding face. He then raised the shield as high as he can, causing Iron Man to block his defenseless head. Captain America then jammed the shield right at Iron Man's arc reactor, destroying the suit's power.

Iron Man and Captain America looked at each other with wide eyes, barely breathing, before Captain America got off Iron Man, knowing that he won the fight. He then slowly stood up and pried the shield off Tony's chest plate before walking towards Bucky.

"Don't…move!" a voice exclaimed, causing him to turn and saw Phantom Spider, who's hair was black. The lenses were moving around wildly as he struggled on his feet. He held a hand out, ready to fire a web as he ripped the mask off his face, revealing his blue eyes.

"It's over," Captain America said as he put the shield on his arm and walked to his friend.

"I said don't move!" Danny exclaimed as he took a step, only to fall on his knees. He tried to get back up, but his body won't listen to him. "Damn it…damn it! DAMN IT!"

He couldn't believe this. Right in front of him was the man who killed his parents and caused his childhood home to burst into flames, just a few steps away, but he couldn't do anything about it. Tears of frustrations leaked out of his eyes as he punched the stone floors.

Captain America watched the frustrated boy before he walked towards his friend and helped him on his feet, supporting him. He was about to walk away with Bucky as Iron Man struggled to move.

"That shield doesn't belong to you," Tony said as Captain America was about to leave. "You don't deserve it. My father made that shield!"

Captain America stood there as he looked at his shield, weapon that saved his life many times in every fight he ever had, the shield that his friend, Howard Stark made for him to win the war. The same shield he used to beat up Howard's son, a friend who he lied to.

Silently, he removed the shield from his arm and let it fall to the ground with a clang. With that, he started walking away.

"Wait…" Bucky said, causing Captain America to stop. The one-armed man looked at Danny, who was still crying on the ground in frustration. "…Masters…"

Danny heard him, causing him to look at Bucky with tear filled eyes, both confused and frustrated at what Bucky meant.

Bucky then nodded, letting Captain America lead them away from the torn battlefield, leaving Danny and Tony alone in their defeat, with the remains of their battle around them, leaving them to lament on their loss.

Danny then weakly stood up and walked towards Tony, helping him up on his feet. Tony picked up the shield from the ground and let Danny support him as the two walked away from the place.

 **That was intense. Hope you all enjoyed the fight scene and the dramatic conclusion. Despite their efforts, Danny and Tony couldn't beat a determined Captain America protecting his friend. Now what does Bucky mean by Masters? Does he mean the Masters of Evil, a group of Marvel's most fiendish villains, teaming up to conquer a world with no Avengers to stop them?**

 **Nope! But that would be cool.**

 **As you think about what Masters mean, I'll think about ending the chapter here. Next chapter, the conclusion of the war. See you later!**


	6. Chapter 6

**Whelp, it's time for the conclusion of the Civil War. I'm also excited for Infinity War! Of course, by the time I post this chapter, Infinity War would have been over by now. Oh well, just know that Infinity War hype is strong during the time I made this chapter. Well, sit back and enjoy.**

Chapter 5: The End and The Beginning

It's been almost a week since the fight in Siberia happened, since Captain America escaped and disappeared from the face of the earth. Danny was sitting in the room he's been staying in in the Avengers' Facility, sitting on the bed, staring at the wall blankly.

He was still numb from his defeat, letting the Winter Soldier get away. He just sat on the bed, not even eating or taking a shower. He kept thinking about the fight, thinking about what could have happen if he did things differently.

He placed his head on his arms, which were shaking.

They were lucky that he and Tony weren't arrested. After the fight, with the two weakly exiting the H.Y.D.R.A. facility, they saw that the Quinjet Captain America hijacked was still there, with a tied up Zemo waiting inside. They used the Quinjet to return to the States, where they handed Zemo to the authorities, revealing that he was the one who bombed the U.N. meeting that killed plenty of figure heads.

With Zemo captured, the heat on Captain America and Bucky dimmed a little, but they were considered war criminals and was issued an arrest on sight.

Suddenly, the door opened, and Tony and his bodyguard entered the room.

"Knock, knock," Tony said as Danny looked at him. "Geez, don't you look like a ray of sunshine."

"…This is the third time I've hauled myself in my room," Danny said to Tony with a humorless smile. "You'd think I would be use to this…but I guess things just don't change."

Tony and Happy Hogan looked at each other before at the depressed kid. Tony gestured at Happy to leave, which he did, leaving the two.

"Now c'mon, Pig-Pen," Tony said, sitting next to Danny. "Where's that spirit you have when I met you? Did you forget about why you put on the onesie?"

"…I did it for the little people," Danny said, remembering the conversation he had when he first met Tony.

"Exactly," Tony said, snapping his fingers. "And with you here in your pity party, then who's watching out for them?"

Danny looked at Tony, the depress look in his eyes slowly disappearing.

"Remember what you told me about having powers?" Tony continued as he patted Danny on the shoulder. "Well, what are you doing here, moping? They need you there, kid. And your aunt and sister are sending me threat mails since you've been silent this past week."

Danny's eyes widened before he stood up from his bed, surprising Tony, and looked for his phone, which he found on the tableside, already near lowbatt. He grabbed it and saw a lot of unread mails and unanswered phone calls.

He checked and saw that it was from Aunt MJ, Jazz, Mayday and Gwen, all asking how he is and he was alright, saying to contact them if he can. He listened to the first voicemail, which was from Aunt MJ.

" _Hey, Danny. How are you? You haven't been answering your calls, and it's starting to worry me. Please be okay. I don't know what I'll do if we lose you. Please call me once you get this call, okay?"_

He then went to the next message, which was from Jazz.

" _Hey little brother. Are you feeling okay? It's getting quiet here without you, and Aunt MJ and Mayday are starting to miss you. Look, if something is bothering you, you can always tell me so I can help you. Well, just call me if you can, okay? Love you."_

Once that was done, he then played the message Mayday sent.

" _Danny! When are you coming home? I miss you! It's boring here without you! Your said you'd teach me how to make web fluids! Please come home!"_

Danny was chuckling as his eyes shined with tears before playing Gwen's message.

" _I'll be waiting for you in the Summer Fair."_

"…I'm so stupid," Danny said as he rubbed his eyes to contain the tears. While he was here feeling sorry for himself, he has people he cares about worrying for him.

"Well, I'll just wait for you downstairs," Tony said as he walked to the door. "We leave in one hour, so you might want to get clean up. You stink, like really bad."

With that, he closed the door, leaving Danny alone as he shed a few tears, letting it out of his system. Later, a freshly dressed and cleaned Danny carrying two suitcases walked through the facility's halls. He noted how empty is seems, since the only occupants were him, Tony, Happy, Rhodes and Vision.

He saw Tony at the bottom floor, waiting for him with Happy, ready to escort him home.

"Feeling better, McGuire?" he asked as Danny stood in front of them.

"Why do you know so many references?" Danny asked, a small smirk on his face. "I'm ready to go home. Oh, and here's your suit back."

He handed Tony the black suitcase, which he took.

"Sorry about damaging it," Danny apologized with a sheepish grin.

"Eh, don't worry about it," Tony said as he handed Happy the case. "That was just a prototype. Your real suit is in the car."

"My real suit?" Danny asked as Tony and Happy led Danny out the facility. He got in the black, sleek car, where another case was inside.

"This is your new suit," Tony said, pushing the case to Danny, who took it. "Stronger, lighter and shock proof, as well as other proofing."

Danny pressed the button at the center of the case and popped out the new Phantom Spider outfit. It was mostly black on the top, with some white on the sleeves and sides, a giant, white spider symbol on the front, the four upper legs going over the shoulder and the bottom four legs going over the sides, connecting to the white spider symbol on the back, black gloves with white fingers. The lower part was mostly white, with some black on the side, with boots with black on the toes and bottom. On the waist was a green buckle shaped like a ghost with angry eyes, connected to white pouches around his waist. On the shoulder was a black hood and the mask only covers his eyes and ears, a pair of green lenses for the eyes to see. There were black webbing designs on the white part and white webbing designs on the black part of the outfit.

"Man, it's really light," Danny said as he picked it up and weighed it. It weighed like a normal shirt, unlike the prototype. "What's it made of?"

"High-density polymerized titanium," Tony said as Danny checked out the new webshooters. "Ten times stronger than steel, yet as light as a cotton t-shirt."

"Man, the wonders of technology," Danny said as he looked at Tony. "Must be nice being a super genius."

"And that's not the even the cool part," Tony said, gesturing at the symbol on the chest. "Press the symbol."

Danny blinked before he pressed the white spider symbol. Suddenly, the black shrunk in the white before it folded to the belt buckle, turning to a white belt with a green buckle. The only thing left were the webshooters.

"Cool," Danny said as he took the webshooters and attached them on his wrists. "Wow, these are light. It's like I'm barely wearing them."

"Yeah, new and improve webshooters," Tony said as Danny studied the webshooter, noting that it was quite similar to his old one, only sleeker.

"I don't know what to say, Mr. Stark," Danny said as he put on the belt and looked at Tony. "Thank you."

"Don't mention it," Tony said, waving it off. "You impressed me kid. Who knows, keep it up and you might end up as an Avenger."

"Interesting, but you guys play a little rough for my liking," Danny said as they finally arrived at his apartment in Queens. "But if you need me to steal a shield or something, call me."

"I'll keep that in mind," Tony said with a smirk.

"…If you don't mind me asking, why do you look…content, Mr. Stark?" Danny asked, seeing that Tony wasn't as depressed when they left for Siberia. The guy was betrayed by some friends, found out why his parents died and his friend got crippled.

"…Let's just say, I had some closure," Tony said as he patted his chest pocket, which had an antique pen in it. "Well, can't let hot Aunt MJ waiting. Go on, you've kept them waiting long enough."

Danny grinned before he nodded at Tony and Happy before grabbing his bags and exit the car. Once he was out, he waved as the car drove away.

"…He's a good kid," Happy said as he drove the car. "A little chatty, but good."

"Yeah, he's got potential," Tony said with a smirk. "Maybe there's hope for the Avengers yet."

Danny took a deep breath before entering the apartment. Once he was in front of their room, he reluctantly knocked on the door. He then heard shuffling footsteps before the door opened, revealing Aunt MJ, wearing an apron. When she saw him, she gasped and quickly hugged him.

"I'm back," he grunted as Aunt MJ hugged him tightly. He then heard more footsteps and saw Jazz and Mayday, they both gasped before tackling him with a hug as well. "Okay, this is getting a little too tight, guys."

"Shut up, you deserve this," Jazz said as she tightened her hug, causing him to grunt from the pain.

"…I'm sorry," Danny said as he hugged them.

"Look, whatever happened to you during your trip with Stark, just know we're here for you," Aunt MJ said as they let go.

"Thank you," Danny said with a small smile before his stomach grumbled really loudly. "So…what's for lunch? I hadn't eaten anything for a week."

The three smiled as they let Danny in the apartment, where he dropped his bag in the living room and joined them to the kitchen, where they were about to eat lunch.

The four of them sat down around the table, eating some spaghetti and garlic bread. The three watched in humor as Danny ravenously ate three plates of spaghetti and most of the garlic bread. Once he was completely satisfied, he told them about what he did, except about Bucky being his parents' killer, he was still sore about that.

"What's going to happen?" Jazz asked once Danny was finished telling his story. "Now that the Avengers are practically disbanded."

"Who knows," Danny said with a shrug, feeling very satisfied. "But I owe Mr. Stark my life, so if he needs help, I'll just swing by."

"Just be careful, okay," Aunt MJ said with a worried look. "This sounds way too dangerous."

"Someone has to do it," Danny said, grinning. "Besides, Uncle Peter would do the same."

"Yes, he would," Aunt MJ said with a smile.

"Hey, did you really steal Captain America's shield?" Mayday asked with wonder.

"Yup," Danny replied with a nod. "He packs a punch for someone who's almost a hundred years old."

"Cool!" Mayday said excitedly. "Did you see the Hulk? Or Thor?"

"Nope," Danny said, and he was thankful for that. The airport was practically destroyed when they fought. He didn't want to think what the damage would be if those two were involved. "Well, I'm gonna take a little nap. Thanks for the food, Aunt MJ."

"Sure, just go and rest," Aunt MJ said as she cleared the dishes.

"Aw, but I wanna play," Mayday said as Danny stood up.

"Maybe tomorrow," Danny said, patting her head, ruffling her hair. "I'm beat."

"C'mon, May," Jazz said, gesturing at May. "Let's go and help Aunt MJ clean up."

As the three started clearing the table, Danny walked to his room, closed the door and tiredly fell to his bed, sighing heavily. A few seconds later, he pulled out his phone and contacted Gwen. He waited for a few seconds before Gwen answered.

" _Danny? Are you alright?"_

"Yeah. Sorry about ignoring you. A lot happened last week."

" _It's fine. You've probably been through a lot. What happened?"_

Danny then told Gwen what he told his family, about the fight in the airport and following Captain America in Siberia, not mentioning Bucky.

" _Geez. You really went through a lot. No wonder you didn't call."_

"Sorry."

" _You need to relax. The fair is still open tonight. Wanna keep that promise?"_

"Sure," Danny said with a smile. "I'll see you later."

" _Later, Spider."_

The call ended and Danny put the phone down, turning to lie on his back, smiling. He then closed his eyes to take a small nap, tired both emotionally and physically.

Meanwhile, in the Stacy residence, Gwen sighed as she looked at the phone, throwing it to her bed. She was standing on her ceiling, her blond hair hanging on her head, her green eyes showing that she was tired.

"…I'll tell him tomorrow," she said as she jumped off her ceiling, landing on a crouch and adjusting her fake glasses. "He doesn't need more on his plate right now."

She looked at the place where she got bitten a week ago, which was slowly healing. She didn't know how this happened. Before she got bitten, she was on a science fieldtrip on VladCo, one of the world's leading fields on technological and biological advancements. She thought about working there once she graduates high school, which was why she took the tour. Sadly, the tour ended because of a fire alarm when something exploded.

When she got home, she noted a white and red spider crawling out of her bag. Surprised and fascinated, she picked up the spider and wanted to put it in a jar to study, but the thing bit her palm. Wincing, she quickly placed the spider in a jar and closed it tight, poking some breathing holes.

The next thing she knew, she felt sick and passed out. When she woke up, she felt different. She didn't need glasses, everything seemed so slow, and she was faster. But what really change was how she jumped over a runaway truck and stuck to the walls.

Through her panicking mind, she remembered what Danny told her when he first got his powers. She then deduced that the spider bite somehow gave her spider powers. She wondered where that spider come from, and the only conclusion she has was from VladCo, but she didn't remember hearing VladCo working on any genetics experiment.

Since Danny was gone, she studied her new powers herself, going to their hideout, seeing what she could do. She was stronger, faster, more flexible, could jump super high, enhanced senses and could climb on walls. What she didn't have was camouflage and Phantom Venom.

She also built her own webshooters, using Danny's design, and a makeshift costume. During his absence, she protected the streets of New York, as Spider-Woman. But some people called her Spider-Girl, and the name stuck, so she was officially known as Spider-Girl. She admits that it was fun, swinging around New York and it felt good helping people.

She sighed as she fell to her bed, face first. With Danny back, he might help her with this new aspect of her life.

 _Meanwhile…_

In an office dimly lighted by a holographic computer screen, a man was tapping on his desk before a video call was made. He answered it and a man with a green mohawk and black goatie appeared.

"Did you get rid of the traitor?" he asked.

" _The traitor is taken care of,"_ the man replied with a cruel smirk as he held a metal suitcase. _"And I retrieved the goods. But one of the specimen is missing."_

"…There's nothing we can do," the man said. "We can't waste our time and resource looking for one spider. You may return now, Skulker."

The call ended as the man stood up from his desk. He walked towards a bookshelf and lightly pulled on a red book. The book shelf suddenly lowered to the floor, revealing a hidden door. He placed his palm on the scanner, causing the door to open, revealing a lab where his real work is.

Inside were tubes of liquid, various weapons and armor, experimental chemicals, and various experiments powered by an Ectoplasm generator.

"I may have loss a valuable specimen, but I can always remake it," he said as he looked at a holographic screen featuring the spliced gene of the spider that went missing. "I can always restart my Spider Army once I got my weapons finish."

He looked at his main projects; a glider, bombs, a sword handle and a chemical formula mixed with Ectoplasm.

"Your loss is my gain, Osborn," the man said with a wicked grin as he walked to the light, showing a man in his late forties, with gray hair tied to a ponytail, gray goatie and blue eyes. "Once I improve your Goblin Serum with Ectoplasm, nothing can stop me, not even that obnoxious Tony Stark."

The man laughed as he looked at the green chemical in the vial, lighting the place eerily.

 _Later…_

Danny was waiting just outside the fair, where a lot of people were going to have a fun time. Jazz, Mayday and Aunt MJ were already inside, enjoying the fair.

"Hey there, kid," an old man with a bushy moustache and wearing shades called to Danny, standing behind an apple candy booth. "You look a little down under. How about a candy apple? My treat."

He handed Danny a candy apple, and Danny saw that it was made to look like Spider-Man's mask. He looked at it before he smiled and took a bite.

"Danny!" a voice exclaimed, getting his attention. He turned and saw Gwen running towards him, waving her hand.

"Hey, was worried you forgot," Danny said with a grin Gwen stopped in front of him.

"I'm the one looking forward to this," Gwen said a smile before she grabbed the candy apple and took a bite, ignoring his protest. They then entered the fair together. "So, what's it like being an Avenger?"

"I'm not really an Avenger, more like a substitute Avenger," Danny said as they walked through the stalls of fried food and games.

"Still has Avenger in it," Gwen said with a smirk.

"You know what I mean," Danny said. "So, how was your week?"

"Oh, you know, the usual," Gwen said, suddenly looking away. "Something interesting actually happened when you were gone."

"Oh? What happened?" Danny asked, looking curious.

"I'll show you tomorrow," Gwen said with a smirk. "So, what do you want to do first?"

The two spent the rest of the evening having fun; they rode the Caterpillar, Disk'O, Cliffhanger and Drop Tower, before they bought food, like candied apples, cotton candy, chili fries, chili dogs, burgers, deep fried Oreos and funnel cakes. They then played games, like darts, ring toss and shooting games. Thanks to Danny's abilities, he managed to win some prizes.

For the first time in weeks, Danny finally felt relaxed, no longer bothered by what happened in Siberia. He was smiling and enjoying himself.

"…So, are you ready to tell me what happened?" Gwen suddenly asked, surprising Danny.

"What do you mean?" Danny asked.

"You can't hide it from me, Danny," Gwen said, putting a hand on her hips. "We've been friends for years. I can tell when something's bugging you."

"…I'll tell you at the Ferris Wheel," Danny said, pointing at the giant wheel near the beach before looking at his family. "So they can't hear us."

Gwen looked at him before nodding. The two walked towards the Ferris Wheel, buying tickets before going in line. They then got in one of the carts and watched as they were lifted to the air. Danny looked and was mesmerized by the lights the fair was providing. But what he really like about the Ferris Wheel was that it gave him a good view of night sky, the stars twinkling brightly.

"So, ready to share?" Gwen asked, looking at her friend.

"…I saw the guy who killed my parents," Danny told her, causing her eyes to widen. "Weird, huh. The guy I met years ago was the guy we were trying to arrest."

"Woah…" Gwen said, not knowing what to say. "Is that why you were so depressed? Because you didn't catch him."

"…It's not that," Danny said, looking down on the fair. "I'm…ashamed of myself."

"Ashamed?"

"...When I fought him, I could see it in his eyes that he was sorry," Danny said with a sigh. "It wasn't his fault he was brainwashed into a killer, but I didn't care. I just wanted to hurt someone. If Uncle Peter was alive, he'd be disappointed in how I acted."

"No, he wouldn't," Gwen said, putting a hand on Danny's shoulder. "He would understand. What you went through…it's natural you would react like that. Despite your powers, you're still human, Danny."

"…Thanks," Danny said with a small smile. "I needed that."

The two spent the rest of the ride in silence, enjoying the view until their cart started going down.

 **And that's the end of the Civil War. Now we're going to have to focus on Phantom Spider's story. Who is this mysterious enemy (though I know you guys probably know) and and how will Danny's life change now that he has a possible ally on his side?**

 **Whelp, hope you enjoyed that. Have fun waiting for the next chapter. Next chapter, training wheels. See you later!**


	7. Chapter 7

**I am so hype right now. Once this chapter is done, I will be in Marvel Cinematic heaven. Like I said before, this is premade, so by the time I post this story, Avengers: Infinity War is already shown. And I can't wait for it! Anyway, in this chapter, Danny is going to try out the Phantom Spider Suit Mk 3, and Gwen has spider powers. Let's see how this turns out.**

 **Sit and enjoy!**

Chapter 6: Training Wheels

Danny hummed as he walked through the empty streets, the sky still at dawn. He had an excited look on his face as he hurried to what he called the 'Spider's Nest', the place where his uncle trained and taught him how to be Phantom Spider.

He looked around the area before walking in an alley. He then jumped up the wall and started crawling to the rooftops. Once there, he started jumping towards the Nest, enjoying the cool air. After a few minutes, he spotted the abandoned warehouse.

Grinning, he landed on the roof and jumped to the alley, scaring a few rats and cats. He then walked towards a door locked with a padlock. He pulled out a key and unlocked it. Once inside, he turned to the left of the dusty corridors before stopping in a bending machine with only a Snicker's Bar inside. With a smirk, he put a copper coin with a spider symbol in it. Once he put it in, he pressed A, B, C, D, E, 7, 6 and 3.

Suddenly, the vending machine moved to the side, revealing a secret passageway. He started climbing down the stairs until he reached the Nest; a large, spacious place, filled with old TV sets acting as monitors to all the discarded cellphone cameras he placed around New York, some computers and laptops showing some various web formulas with a desk full of various chemicals and tools. On the side of the room was a smelting place where he makes his spiderangs out of junk metal. On the other side of the room was a fridge and cabinet full of food, drinks and for first aids. There was a second floor, where he tests the webs and practice the fighting style his uncle created, the Way of the Spider. And displayed in the front wall in a glass case was the Spider-Man's suit with various newspaper clip about his adventures, a homage to his hero and uncle.

He placed his backpack on the floor, as well as his jacket. He then opened the breaker box and turned it on, causing the place to light up.

"Now then," he said as he looked at his belt buckle. "Let's give the new suit a try."

He pressed on the belt buckle. Suddenly, white armor extended to the side of his legs, feet, stomach, chest, back, shoulders, side of his arms, hands and the side of his neck before black cloth spread and covered the exposed parts. He then changed his hair white and eyes green just as the mask covered his face. Danny looked at his body, stretching and flexing himself to test the suit.

"Hm, snuggly," he commented as he flipped and threw kicks and punches. He then pressed a button on his mask, turning the suit on. Showing in his lenses were computer screens, showing things like how much energy the suit has, a map option, WI-FI, and other options he still didn't know. "And shiny."

He looked at his hands, and various more options showed, due to the webshooters. His lenses blinked as he noticed a spider symbol. Curious, he pressed on the icon and something flashed out of his webshooter.

"Woah…" he commented as a holographic screen showed, revealing a white spider symbol on a black background with white webs. "Cool…"

He spotted something that caught his interest labeled 'Training Wheels Protocol'. Curious, and a little insulted, he selected it.

" _Welcome, Mr. Fenton,"_ a female voice said, causing him to jump. _"Thank you for selecting the Training Wheels Protocol, a training program that will help you reach the full capabilities of your suit. I shall be guiding you through it all."_

"Cool, it's like a training level on a videogame," Danny said with a grin. "So…what should I do first?"

" _What training would you like to start first?"_ the lady asked as she showed various options on the holographic screen. _"Advance Combat Training? Reconnaissance Training? Web Shooter Course?"_

"Web Shooter Course?" Danny asked, tilting his head. Suddenly, two circular screens appeared in front of his hands, showing a lot of options. "Woah. What are these?"

" _These are all webshooter combinations, and you have 576 possible combinations."_

"Man, Mr. Stark has waaay too much free time," Danny commented as he looked at the combinations. Suddenly, he heard some movements on the ceiling. Acting quickly, he chose Web Darts and fired at the ceiling.

"Woah!" the figure quickly jumped off the ceiling, avoiding the web darts splattering on the ceiling. The figure was wearing a white and black skintight outfit with red linings and red under the arms, side of the legs and inside the hood with white webbings on the red and on her chest was a black spider symbol and some pads on her shoulders, elbows, knees and stomach. She was wearing a white mask that covered her entire head with red lined lenses. "Watch it!"

"Gwen?" Danny said as he removed his mask, showing shocked eyes.

"Told you something happened while you were gone," Gwen said as she removed her mask, showing her face.

"I didn't think it'd be you stealing my shtick," Danny commented as he walked towards his best friend, getting over his shock. "How did it happen?"

"I don't really know," Gwen said as she shot a web to the ceiling to get her backpack.

"Did you steal my webshooter blueprints?" Danny asked.

"Borrowed them," Gwen said as she rummaged through her backpack and pulling out a jar. Inside was a white and red spider. "This little fella bit me the other day, and then boom, I can stick to walls and stuff like that."

Danny was staring at the spider with fascination as he took the jar from Gwen's hand. He never saw anything like it. Suddenly, he could feel some buzzing in his head. Surprised, he looked at the spider closely.

"Danny?" Gwen asked as she watched Danny looking at the spider with a confused expression.

"…She said someone turned her into this," Danny said as he opened the jar and gently tipped it, letting the spider crawl on his hand. "Poor thing. Some bastard was experimenting on her with radiation."

"…How did you know?" Gwen asked as Danny petted the radioactive spider.

"She told me," Danny said before his eyes widened at what he just said. "She…told me…Huh, guess I can talk to spiders."

"So, you can talk to spiders now," Gwen said as Danny jumped to the ceiling and put the spider on the beam. "What's next? Sprouting extra arms? Or stingers? Organic webbing?"

"Who knows," Danny said as he jumped back to the ground. "So…what else can you do? Can you use Phantom Venom?"

"No."

"Camouflage?"

"…No."

"So…you just got wall crawling powers, enhanced strength, speed, flexibility and durability?"

"…I got the spider-sense," Gwen said, looking to the side.

"Ha, you got downgraded," Danny laughed.

"Shut up!" Gwen exclaimed, her face red. She then noticed the new suit. "Say, cool suit."

"Thanks," Danny said as he showed the suit off. "Got it from Mr. Stark, you know, for helping him out. Where'd you get your suit?"

"Made it myself," Gwen said as she spun around to show it off. "It's made from carbon fiber and some Kevlar I…borrowed from my dad. I even have special goggles in my mask, to help me focus."

"Cool," Danny said as they walked to the computers and laptops. "So, what superheroing did you do when I was gone."

"Just saved a few people and stopping some muggers," she said as she looked at the formula.

"…Did you fight someone?" Danny asked, looking at Gwen with a serious expression.

"No, I just sneaked behind them, like a ninja," Gwen boasted.

"You should be careful," Danny said. "Speaking from experience, a lot of bad guys have guns and bats. And they hurt. A lot."

"Don't worry, I can handle it, I've been doing it for a week," Gwen said.

"And I've been doing it for years," Danny said. "Hey, can you fight?"

"My dad taught me self-defense," Gwen replied. "Why do you as-?"

Suddenly, her senses told her to move her body to the side as a fist missed her. Surprised, she looked as Danny started throwing punches at her, which she dodged.

"What are you doing!?" she exclaimed as she dodged and block his punches. She growled when he didn't answer, so she threw a punch of her own. He suddenly ducked, moved behind her and grabbed her arms, locking them on her back.

"Like I said, I've been doing it for years," Danny said as he easily held the struggling Gwen.

"Okay, I get it! I give!" she exclaimed as she kept struggling. With a smirk, Danny let her go. Gwen moved her arms around, trying to get the feeling back before she suddenly turned to give Danny a surprise poke on the face, but he just moved his head and redirected the poke, causing her to spin and almost fall, but he caught her.

"Now you see why I'm worried," Danny said as Gwen blushed at the close contact.

"F-fine," she said as she stood up straight, trying to control her blush. "I guess you have a point."

"Since you're basically part of the Spider family, how about I teach you the Way of the Spider?" he suggested.

"What's that, a Kung Fu movie?" Gwen asked with a raised eyebrow.

"It's a fighting style my uncle made," Danny said as the two walked to the 2nd floor. "Think of it as a fighting style that uses the Spider-sense at its full capacity, which means you can avoid any attack even without looking at it."

"Okay, that sounds cool," Gwen said, looking excited. "What should I do first?"

"You're going to dodge some tennis balls," Danny said as he grabbed the tennis ball machine and filled it with tennis balls.

"That's easy," Gwen said, crossing her arms.

"While blindfolded," Danny said as he tossed a blindfold to Gwen.

"Um…Okay…" she said as she wrapped the cloth around her eyes.

"Have fun," Danny said as turned the machine on. The machine started fire tennis balls at a slow pace.

Gwen, who never did this before, kept getting hit as she tried to move. Her Spider Senses kept tingling, but she didn't know where to move.

"Ow! Ouch! Agh!" she said as she kept getting hit. Finally, she ducked, dodging one ball. "Alri-Ah!" the ball bounced back from the wall and hit her bottom. As she held her butt, another ball hit her on the ankle, causing her to jump down on one foot, accidentally stepping on a ball, causing her to slip.

Unknown to her, Danny was recording the training with his cellphone, holding a smirk and chuckle. This reminded him the first time Uncle Peter trained him the Way of the Spider. It was painful and humiliating, but he got used to it until he could dodge all the balls.

"Look at the bright side, you kinda dodged one," Danny said as he turned off the machine and walked towards his friend, who was groaning as she removed the blindfold. "I got hit by all the balls the first time I did this."

"…Why do you have your phone out?" Gwen asked, narrowing her eyes.

"So, wanna go again?" Danny asked, pocketing his phone in the utility belt.

"I'll try again tomorrow, preferably with no cameras," she said as Danny helped her up.

"Then wanna test out the new web formulas?" Danny suggested.

"…Sure, but no webbing on the hair, those things are hard to remove," Gwen said as they walked out the training hall.

The two were standing in the laptops and computers showing various web formulas that they created during the years. The two started mixing some chemicals that made the web fluid, while adding some extra chemicals to create new webs.

A few minutes later, the duo were standing at a makeshift target as they aimed the dozen Webshooter Mk 0, a standing webshooter with only firing as the function, used as a basics to build the webshooters they were wearing.

"Okay, let's test out batch number one," Danny said as he poured the web fluid in the webshooter. Once it was full, he pressed a button and a strand of web shot out from the device, hitting the target. Danny mused as he checked the strand, testing the tensile strength and durability.

"Hm…Strength and durability improved…" he mused as he plucked the string, causing it to vibrate. Once it stopped, he nodded. "How's it going with the web foam formula?"

"I think it works," Gwen said as she looked at the target, which was on fire, covered in green, foamy webs, acting like a fire extinguisher. She grabbed a test tube and threw it at the foam, which bounced off harmlessly. "Yeah, both as a fire extinguisher and a cushion."

"Cool," Danny said with a nod as he checked that on the list. "Now gonna try acid web."

He poured an acid green liquid to the webshooter and fired. A glob of web hit the target and it started melting.

"Alright, it works," Danny said, checking it on the list.

"…Why did you make that?" Gwen asked as she looked at the possibly deadly web.

"You never know when you need to melt something," Danny said with a shrug as he went to another webshooter. "Now, quick-dry cement web."

After a while, some of the new web fluids were a success, but a few still needed work. Once everything was cleaned, he looked at the clock and saw that it was time for his daily patrol.

"Well, time to patrol the city," he said as he put on the mask. "Wanna come with? It'll be faster with two Spiders."

"Sure, I could use some fresh air," Gwen said as she put on her mask.

Phantom Spider and Spider-Girl walked to one of the many exits inside the building, which was connected to the sewer systems or abandoned subways. He helped Uncle Peter build these tunnels, so they could quickly and easily move through the city without being detected.

The two moved through the old subway tunnels, jumping over the rubble and running on the dead trains that were covered in graffiti. Soon, they found the exit, the closed subway station, and jumped out the stairs, shooting webs that attached itself to a pole, using it to propel themselves to the sky.

"Woohoo!" Spider-Girl exclaimed as they flew through the air, shooting web after web, swinging through the air. This is what she liked about the new part of her life. She finally understood why Danny does this often.

"Hey, follow me, sidekick!" Phantom Spider said as he swung to the left.

"Hey!" Spider-Girl exclaimed, annoyed at being called a sidekick.

The two swung over downtown, getting some people's attention. Spider-Girl watched as Phantom Spider swung through the air like it was natural. He then landed on a side of the wall and ran on it before flipping through the air and shooting another web to swing.

"Show off," she muttered as she followed.

"Hold up," Phantom Spider said, spotting some trouble below them. They saw a group wearing clown masks and wearing leather jackets, riding bikes and twirling some chains and waving bats. "We got some jokers."

"The Yancy Street Gang?" Spider-Girl said, confused. "What are they doing here? They're a few blocks away from home."

"Ready for your first team-up?" Phantom Spider said. "You cut them off and knock them off their bikes, I'll web them up."

"That sounds dangerous," Spider-Girl commented.

"That's part of the deal," Phantom Spider said with a shrug as he started swinging fast. Spider-Girl went the other way, to cut them off.

On the street, the gang hollered as they terrorized the people, driving their bikes through, shouting like animals and acting threatening. The one on the back saw something in his rearview mirror and looked at it. He saw the Phantom Spider swinging after them.

"Hey! We got a bug behind us!" he exclaimed.

"Then squash it!" The one next to him exclaimed. The guy on the back then pulled out a gun and aimed at Phantom Spider. He fired, but Phantom Spider easily dodged it.

"Hold still, bug!" he exclaimed as he steadied his aim.

"How about you look in front?" Phantom Spider exclaimed with a smirk.

Unknown to them, Spider-Girl covered the gang's path with webs, waiting on the side of a building. When they drove through the path, their motorcycles suddenly got stuck and they flew off them. They screamed in high-pitch voice as they flew through the air.

Phantom Spider landed on the side of the building and weaved a web connecting to the side of a building and light post. He and Spider-Girl then fired webs at the gang members before they hit the ground hard and threw them to the web, trapping them like flies.

"Hey! Get us down!" one them exclaimed as they attempted to free themselves from the web.

"C-cut it out, man! I don't wanna fall!" another exclaimed, looking at the ground in fear.

With them captured, the two Spiders quickly swung away as people gathered and took pictures and videos, some catching a video of the two.

"That was awesome!" Spider-Girl cheered as she ran on a roof before jumping of the edge, swinging towards Phantom Spider. "A little dangerous, but awesome."

"You ready to look for more trouble?" Phantom Spider asked as they stopped on a billboard.

"You bet," Spider-Girl said. "Teach me your ways, oh wise one."

"Then listen well, young Padawan," Phantom Spider said with a smirk as the two looked for trouble.

Phantom Spider and Spider-Girl spent the rest of the day around the city, looking for trouble. Spider-Girl saved some kids from getting runover from a runaway car as Phantom Spider chased after the car, stopping it. It turns out that it was a robber that stole the car, as well as some valuables.

After that, they stopped a mugger attacking an elderly couple, webbing him to the wall and handing the elderly couple's belongings, which they were grateful for.

Spider-Girl then rescued a kitty on a tree, handing the poor creature to some awed girls.

Phantom Spider found a lost kid hiding in a water tower and brought him to the police station, where they contacted his parents and they were overjoyed to see their lost son, thanking Phantom Spider for finding their son.

While they weren't helping people, they just hang around, balancing on web lines, riding on the roof of the train, Phantom Spider telling Spider-Girl about the best places to jump off, and then trying out the new suit. He had to admit, the new suit was awesome, it was like playing a videogame.

The two were currently up a roof, eating their lunch and talking about the webshot combinations in the Webshooters Mk 3.

"That's a lot of webshots," Spider-Girl commented as Phantom Spider discovered thirty of them. "Which one's your favorite?"

"Hm…I have to say…Web Grenade!" he exclaimed as he fired a web to a wall. After a few seconds, it exploded, causing the web to stretch over a few feet. "Good for setting up ambushes."

"Personally, I like the Ricochet Web," Spider-Girl commented, remembering the rebounding web bullets. "Just do a little math, and you can attack anyone at any angle."

"Don't include math, please," Phantom Spider groaned. "I want to enjoy this math free time."

"Whatever you say," Spider-Girl said as she finished her sandwich. "Still can't believe a smart guy isn't good with math."

"I'm smart at anything except math!" Phantom Spider exclaimed. Suddenly, his cellphone started ringing. He pulled it out of his utility belt and checked the number. It was unknown. Blinking, he answered it. "Hello?"

" _Hey there rugrat,"_ Tony Stark's voice said, surprising him. _"Enjoying the new suit?"_

"Mr. Stark? How'd you get my number?" Phantom Spider asked, surprised.

" _It's in your contact info,"_ Tony replied. _"So, who's your new sidekick? Didn't know you had a sidekick."_

"Me neither, until this morning," Phantom Spider said. "She's my friend. Just showing her the ropes."

" _Oh, that's good, showing her the ropes,"_ Tony said. _"Just wanting to know how you're liking the suit."_

"I like it, it's like a videogame," Phantom Spider commented. "I'm going over the Training Wheel protocol. There's a lot of programs."

" _Oh, you found it? That was fast. Good for you,"_ Tony commented in a surprised tone. _"Well, I'll leave you and your girlfriend alone then."_

"My what?" Phantom Spider exclaimed, flustered as the call ended. "Hey!"

"Was that Mr. Stark?" Spider-Girl asked in awe. "Cool."

"Y-yeah, cool," Phantom Spider said, a blush on his face. "W-well, let's go back and patrol the city."

He quickly jumped off the building as a confused Spider-Girl swung after him. They spent the rest of the day patrolling the city, with nothing happening.

Meanwhile, the man with the white ponytail and goatee was looking through his holographic screens at the results of his experiments. He looked dissatisfied as the results.

 _Marrina Smallwood: Failed._

 _June Covington: Failed._

 _Miles Warren: Failed._

 _William Connors: Failed._

 _Franco Fibbri: Failed._

 _MacDonald Gargan: Failed._

 _Mitchel Chambers: Failed._

 _Edward Whelan: Failed._

 _Todd Arliss: Failed._

"None of them passed the new Goblin Serum?" he said in disappointment. "I should have gotten better test subjects. How can I find the perfect formula when they keep turning into monsters?"

As he was about to close the computer, a new result came to his computer. He looked and his eyes widened.

 _Valerie Gray: Passed._

"Finally," he said with a wicked grin before pressing on a button. "Prepare Miss Gray for her next tests."

"Time for Phase 2," he said as he rested his arms on his desk, smirking. He then activated another screen, showing blueprints of prototype equipment and weapons.

 **OMG! Phase 2! What's Phase 2!? All I know, a lot of people were labeled as failed, poor guys, they probably dead, or worse. So, Gwen Stacy had a taste of the Spider life, and she is liking it. And Danny is slowly going over the new suit and learning some new Webshots. And I hope you like the Spider's Nest, based on the warehouse in The Amazing Spider Man and the subway in The Amazing Spider Man 2, and some things you find in a makeshift lair, like some laptops people just throw away. And if you know the reference of the vending machine, then you know good television.**

 **Anyway, next chapter, school! Nooooo! Anyway, see you later.**


	8. Chapter 8

**I'm back with a new chapter for Phantom Spider! Man, Infinity War was such an emotional movie. I'm so glad I was part of the era where it was shown. Well, time to start the chapter. In this one, it's the thing all people dread, back to school. Hope Danny and Gwen can handle being back in school.**

Chapter 7: New Student

It's been a few weeks since school started, and Danny became a freshman to Midtown High of Science and Technology. Said freshman was riding the train to school, chatting with his fellow schoolmate, Gwen, about their homework in chemistry.

After a few minutes, the two finally made it to Midtown High. It was a three-story, red bricked school with a big football field right in front of it, with trees in front of the building. The two walked the metal gates before a car drove passed them. The one driving was a jock with a crewcut blond hair wearing a football jacket and sitting shotgun was a Latina with long hair dressed in a pink top and jeans.

"Morning, losers!" the driver exclaimed as the girl laughed.

"I still don't get how an idiot like Dash got in a science school," Gwen commented as the two continued walking to the school.

"Sports merit," Danny replied. "It's the only thing he's good at, besides failing."

"Well, it's time for another dull day at school," Gwen said with a sigh.

"Just power through," Danny said as the two entered the school.

And just like that, their daily routine of school life started. The two separated in the hallway, going to their respectful classes. Danny had Spanish in first period, one of his electives. After spending half an hour writing Spanish words and their meaning, he went to his next class, Math. He mentally groaned as the teacher droned about the important of long division. As he droned, Danny was lazily writing on his notebook, thinking of new web formulas. Luckily, Gwen shared his class with Math, so he can always borrow her notes.

Once the torture known as Math was finally over, he and Gwen went to third class, Chemistry. As the teacher talked about the Scientific Method, Danny was secretly grabbing a few chemicals he used as the base of the web fluid. Next was a free period, where the two hid in the school's airduct system, here they discovered a spacious area where they test the web fluid base, trying to find a better and stronger base.

Next was gym. He waited to be the only one in the gym whenever he changes clothes, so no one would see his body, which was ripped, a body not suited for a normal teenager. He had to act weak and slow during the class, as well as clumsy in sports, which caused Dash to make fun of him.

After gym, it was lunch time. He and Gwen just sat on their usual table, eating the lunch they brought from home.

"Hey, they're setting up banners," Gwen commented as she saw a group putting up banners for the Homecoming dance. "You planning on going?"

"Probably not," Danny said with a shrug. "Dances aren't really my thing. I thought I'd go and buy the new Death Star Lego kit instead."

"Really?" Gwen asked with a raised eyebrow.

"Don't judge a man's passion for Legos," Danny said as he ate his sandwich. He heard a snort, causing him to look and saw a pale about their age, with black hair tied in a ponytail, wearing all black.

"You're such a nerd," she said mockingly.

"Nice to see you to, Sam," Danny said to Sam Manson, one of his fellow classmates in some of his class. "You planning on going to the dance?"

"Why? That's for losers," Sam said before going back to her notes.

"So, I guess you're going then," Danny said.

"Uh huh," she said.

After lunch, he then went to his next class, robotics class. Since he was accepted for the 'Stark Internship', this was the only place he didn't need to hide, where he built a robotic prosthetic arm, using a remote control to move the joints, making it act like a normal hand.

He's uncle always told him to use his powers to help others, so he decided to help the ones who lost their limbs on accidents. With today's technology, the possibility of creating a prosthetic as good as a real limb was no longer a dream.

After that was done, it was time for Physics, and sadly, he shared this class with Dash Baxter, the class idiot. The teacher was just passing their quiz results. She had a disappointed look as she handed Dash his test.

"Yes! A C-, my best one yet!" he declared proudly, like that was a big accomplishment.

"Mr. Fenton, well done as always," she said as she handed Danny his paper, which was graded A+. He grinned at his accomplishment. Dash frowned before he smirked and picked up his football.

Danny, sensing what was about to happen, suddenly 'dropped' his paper.

"Oops," he said as he ducked, the same time Dash threw the football. The ball flew through the room and hit the teacher's back, causing her to stumble.

"Mr. Baxter!" she exclaimed as Dash hid his face behind this C- graded paper.

After hearing Dash get a tongue lashing from the Physics teacher, it was time for his last class, Cooking Class, another one of his electives. Their teacher was just teaching them how to make soup. Unfortunately for him, his partner tried to make chicken soup with licorice. He almost threw up from the smell.

And he didn't want to see the outcome when his partner took a spoonful. He'll never look at licorice the same again.

Finally, after a long hour of almost throwing up, the ball rang. He and Gwen quickly ran out the school, to start their other activity.

The two entered an abandoned subway tunnel, one of the secret passages connecting to the Lair. Once there, Danny flipped the switches, lighting the place up. He then took of his jacket and pressed the buckle on his belt.

Soon, he was wearing his Phantom Spider outfit, minus the mask. He jumped on an office chair, and wheeled towards the surveillance system, checking out what they missed. He also turned on the radio he used to hack the police's radio frequency.

"Hey, you done yet?" he called to Gwen.

"Not yet, and don't look!" Gwen exclaimed.

"You're so slow," Danny groaned as he kept his eyes at the surveillance system.

"Well sorry I don't have high-tech clothes," Gwen said, finally gotten her outfit on, except her mask. "How about you get Mr. Stark to give me a cool outfit too."

"I can't just ask him that," Danny said, looking at her. "He's already made me the suit, I can't just ask him to make another one."

"Stingy," Gwen said as a red and white spider was going down and landed on Danny's shoulder.

"Hm, oh, hey Bitsy," Danny said, looking at the spider that bit Gwen. It grew under their care, almost the same size of a toddler's hand. "How are you today? Hm…I see. Yeah, your fangs are getting bigger."

"I still don't get how you can understand her," Gwen said, looking at the spider.

"Like I said, I can feel what she's saying," Danny said as Bitsy crawled on the table.

"How exactly do you feel that?" Gwen asked, raising an eyebrow.

"Hang on," Danny said, noticing that the radio was getting something.

" _Calling all units, a 1-3-2 on West 19_ _th_ _Street and Broadway, suspects armed and dangerous,"_ a female voice said in the radio.

"Time to go to work," Danny said as he changed his hair and eye color before putting on the mask, he ran to the exit as Gwen followed him, putting on her mask. Grabbing their backpacks with their webshooters.

 _Later…_

In the streets of New York, people watched as a black car with four passengers and bags full of jewelry was wildly driving through the streets, with a bunch of police cars behind it. A guy wearing a black ski mask had half his body out the shotgun seat, carrying a gun and firing at the police.

Suddenly, the guy was suddenly yanked out of the window, surprising everyone. He screamed as he flew through the air, only to be cocooned and left hanging on a wall.

"Oh shit! It's the Spider!" one of the guys on the back exclaimed. Suddenly, swinging through the air was Phantom Spider, quickly following them. "Get us out of here!"

The driver stepped on the gas and swerved, going on the street on the right. Phantom Spider quickly followed after them.

"They're going to your position," he said through the mask. "Get ready."

"Can't you make this hunk of junk go faster!?" the one on the back exclaimed as he fired at Phantom Spider, but he kept dodging.

"Shut up and kill that freak!" the driver exclaimed. Suddenly, a web suddenly splattered on the windshield. "What the hell!?"

"Nice shot!" Phantom Spider exclaimed to Spider-Girl as she ran on the wall, following the car. "My turn!"

He pulled out a spiderang and started running on the wall. His lenses narrowed as he aimed at the front wheel. He then jumped off the wall and threw the projectile. It spun in the air before curving towards the car, hitting the wheel.

"Shit!" the three exclaimed as the rubber was torn off the wheel on the upper right. Unable to control the car, it started spinning uncontrollably. Suddenly, a school bus was going through the intersection where the car was going.

Phantom Spider saw, so he quickly swung towards the intersection. The children riding the bus screamed as they saw the out-of-control car going towards them. Just as it was about to hit them, Phantom Spider landed in front of the car and caught it. He leaned back a bit, his back touching the bus. He grunted as he held the car before dropping it. He then jumped to the right side, twisting in the air, before he aimed at the opened windows.

"Web Grenades!" he exclaimed as he shot two globs of webs into the car before swinging away. Just as the robbers were about to attempt to escape, the globs of web exploded, trapping the jewel thieves in the car.

The children cheered as they watched Phantom Spider and Spider-Girl swing away, letting the police gather around the trapped robbers.

"Get out with your hands in the air!" a young policeman exclaimed, his gun pointed at the car.

"…You trying to be funny?" the driver exclaimed, strapped on his chair due to the webs.

The two Spiders swung through the city until they reached a place where they could rest. They stopped on top of the building, just hanging out. Spider-Girl was doing her homework as Phantom Spider was still figuring out the functions of the suit. He already discovered almost half of the suit's functions.

"Man, how many function does this suit have?" Phantom Spider commented as he finished another function, camouflage. Unlike his last outfit, whenever he turns invisible, the suit does too. He remembered the last time he used that, it freaked a lot of people, seeing a costume swinging through the streets with no one wearing it.

He also finished hacking. Now, he could listen to any radio frequency, unlock any computerized lock, and other hacker things.

" _You have completed 67% of the Training Wheels Protocol,"_ Ai, the artificial intelligence in his suit, said.

"Seriously?" Phantom Spider said, his lenses widening.

" _Yes, seriously,"_ Ai replied.

"Man…" Phantom Spider commented. "Now it definitely feels like a videogame."

"Look on the bright side, you're almost there," Spider-Girl commented once she finished her homework. "Unlike with your Math homework."

"Oh, you're done already," Phantom Spider said.

"…I'm not letting you copy mine," she said, putting her homework in her bag.

"Aw, come on," Phantom Spider complained before he heard something. He jumped to the edge and saw some punks entering a small bank nearby. "Heads up, we got some robbers."

Inside the bank, the punks put on masks resembling comical versions of Iron Man, Captain America, Thor and the Hulk. _Captain America_ was holding a giant gun-like device and turned it on. It suddenly fired a laser and he started cutting a circle in the nearest ATM.

"Man, this high-tech stuff just makes this easy," _Captain America_ said as he finished cutting the circle. "You're turn."

 _Hulk_ was wearing gauntlets, which had circular magnets on the palms. The back of the gauntlets glowed before he touched the ATM. It suddenly attached to the gauntlets, letting him gaining access to the money inside.

As they took the money, they didn't notice Phantom Spider entering the door, webbing it shut. He had Spider-Girl wait outside, in cased they escaped. He sneaked behind them through the ceiling as they continued filling the bags.

"So, let me guess, ATM ate your card?" he commented, causing the group to jump and look at him. "Hey, the Avengers. How are you guys?"

 _Thor,_ who was holding a crowbar, charged at him, swinging the crowbar. Phantom Spider simply grabbed the crowbar and held it, causing _Thor_ to struggle to yank the crowbar.

"Thor, nice to finally meet you," Phantom Spider said before he let the crowbar go, causing _Thor_ to stumble. "Though I thought you'd be taller."

 _Iron Man_ charged from behind, trying to sneak up behind Phantom Spider. He simply moved his head, dodging a punch, before looking at the assailant.

"Iron Man, is that a new suit?" Phantom Spider commented before he slapped another punch, redirecting it to _Captain America,_ who was about to fire the laser. The punch hit him on the face, causing him to stumble. Phantom Spider then turned and saw _Hulk_. "Hulk, man, you look a little pale."

He jumped towards _Hulk_ , who lifted the gauntlets, which glowed brightly. Suddenly, Phantom Spider was suspended by magnetic waves.

"What the?" he exclaimed, his voice echoing due to the magnetic waves. "This feels weird!"

 _Hulk_ suddenly lifted his hands, causing Phantom Spider to slam into the ceiling. He grunted as he hit the ceiling multiple times before he aimed at the floor and fired a Ricochet Web. It hit the ground and bounced towards _Hulk_ , knocking him off his feet. Phantom Spider landed on the ground, groaning.

Unfortunately, the magnetic gauntlets were still on and went haywire as _Hulk_ hit the ground. Lights started flickering and the coins, crowbar and laser gun started floating and twisting uncontrollably in the air.

"What is happening in there?" Spider-Girl commented as she saw the chaos happening in the bank. On the store she was sticking on, the storekeeper saw what was happening in the store and contacted 9-1-1.

" _9-1-1, what's your emergency?"_

"Uh…yes…that spider kid is fighting the Avengers in a bank on West 72nd street," he said as he watched Phantom Spider and the _Avengers_ flying in the bank, with pennies and cash flying around them.

Phantom Spider, trying to gain control, was flailing around the air.

"Ai, got any suggestions?" he asked as he attached himself to the ceiling, resisting the magnetic pull.

" _I suggest using acid webs,"_ Ai said. _"If the gauntlets are destroyed, it would negate the magnetic fields inside the bank."_

"Worth a shot," Phantom Spider said as he pressed a button on the webshooters. In his lenses, and HUD appeared, and showed a new feature Ai recommended, labeling the web cannisters attached to the webshooters. He pressed a button, choosing Acid Webs before he choosing Web Darts. "Hope I won't miss!"

He fired two acid-green web darts, hitting the gauntlets. _Hulk_ screamed as the acid melted the gauntlets, touching his skin. He waved his arms around, trying to remove the gauntlets. Once the gauntlets were off him, Phantom Spider webbed him to the ground.

He then turned his attention to the remaining robbers, who were dizzily getting back on their feet. He changed the web types back to default before firing two strands of webs, connecting to _Iron Man_ and _Thor,_ pulling them towards him before he charged Phantom Venom on both hands, grabbing the two. They were shocked by the green electricity before Phantom Spider slammed them to the ground, knocking them out.

He then turned to _Captain America,_ who was trying to get the door opened, pulling on the web with no success. He grabbed the laser gun, charged it to the max and was about to fire at the door, when Phantom Spider fired a web at the gun. He pulled the web just as the robber pulled the trigger.

Without warning, the laser fired, knocking the robber off his feet and blasting through the window, hitting the store in front, causing it to explode.

"No!" Phantom Spider exclaimed. He quickly jumped out the broken window. "Gwen!"

"Ugh…" Spider-Girl was lying on the ground, pushing herself up. "What happened?"

"You hurt?" Phantom Spider asked in a worried tone.

"I'm…I'm fine…" she said as Phantom Spider helped her up. "Just dazed."

"Good, stay here," he said before running to the destroyed, burning store. He over the hole and looked around. "Is anyone here!?"

"Ugh…help…" he looked and saw the shopkeeper, buried by the shelves that toppled over him. He switched the web fluids to web foam before firing at the flames surrounding the trapped person. Once the fire was gone, he pushed the shelves off the man and picked him up, carrying him to safety. Once they were outside, an ambulance and fire truck in front of the bank. He walked to the ambulance, handing the injured shopkeeper to the nurse in the ambulance as the firemen took care of the destroyed shop.

"We'll take it from here, kid," the nurse said as he helped the shopkeeper into the ambulance. Phantom Spider nodded before he looked and saw the robbers being webbed by Spider-Girl.

"Hey, you feeling alright?" he asked as Spider-Girl dragged the robbers out the bank.

"Yeah, I'm alright," she said as she pulled the web holding the robbers. "One of them tried to escape, so I just webbed them up for you. What happened, anyway?"

"I don't know," Phantom Spider said before he spotted something on the ground of the bank. The gauntlets and laser gun. "But maybe these will help."

He webbed up the damaged devices before the two web swing to the air, just as the police came to the scene, sirens blaring. A blond man in his late 30s came out of the police vehicle, wearing a blue shirt, tie, jeans, black shoes and a brown trench coat with a badge on it, with cropped, blond hair and blue eyes.

He walked towards the robbers before he looked up and saw two figures swinging away in the darkening sky.

"Captain Stacy, should we pursue them?" an officer asked.

"No, we got our robbers here," Captain Stacy said, walking to the robbers. "Grab them, boys."

 _Later…_

Danny was dismantling the laser gun on his workbench, trying to figure out what it was, wearing the mask, using it to analyze the high-tech device. Gwen was busy applying ice packs on her lower back, still feeling the hurt from the explosion.

"I sure hope I have that healing after night ability," she groaned as she put her shirt back on.

"Don't worry, you'll get use to it after a few times," Danny said as he kept studying the laser. He couldn't help but feel like he's seen the laser before.

"You got used to explosions?" Gwen commented.

"Don't ask," Danny said. "Go home and rest, Gwen. I still need to see how this thing works."

"Okay, but don't forget, we have a quiz tomorrow," she said as she shouldered her backpack. Before she left, she placed something on the desk. "Goodnight, Spider."

Danny watched her go before he looked at what she put on the desk. It was her Math notebook. He blinked before smiling slightly.

" _Energy source detected,"_ Ai said as something purple started glowing. Surprised, Danny looked and saw a glowing, purple orb attached inside. _"It's an explosive Chitauri Energy Core."_

"Explosive!?" Danny exclaimed, jumping a few feet away from the desk. "That glowy thing's a bomb!"

" _Don't worry, the core would require radiation to turn into an explosive state,"_ Ai said, calming Danny slightly.

"Well, that's good," Danny said as he gingerly made his way back to the table. "What's a Chitauri?"

" _The Chitauri is an alien race that invaded New York eight years ago,"_ Ai replied.

"The aliens that attacked New York years ago? This is their tech?" Danny said, shocked.

" _No, the laser is Earth-based designed,"_ Ai replied.

"So…someone is making weapons using alien energy sources?" Danny thought as he picked up the core. "Can you trace where the weapon came from?"

"… _A failsafe is preventing me from tracing the weapon's origin,"_ Ai replied.

"…Contact Mr. Stark," Danny said.

" _Contacting…"_ Ai said as the HUD showed Mr. Stark's contact number and picture.

" _Kid?"_ Tony Stark's voice said, surprised. In the background, Danny could hear some talking and foreign music. _"You need something?"_

"Sorry for bothering you, Mr. Stark," Danny said in his Phantom Spider voice.

" _You're not bothering me, I'm just doing some delegating in Thailand,"_ Tony said. _"So, how are you? Hadn't heard from you in a while."_

"Yeah, sorry about that," Danny apologized. "Didn't want to bother you. But I found something I think you'd want to know. Ai, send him the video of the bank heist."

" _Sending,"_ Ai said, sending what the mask recorded.

" _You named her Ai?"_ Tony said. _"Really? Just Ai?"_

"I'm not good at naming," Danny replied.

 _Thailand…_

Tony, who was wearing formal Thailand clothes and a pair of shades, a colorful drink in one hand and his cellphone on the other. He nodded at the fellow party goers, raising his glass. He then looked at the video Danny sent. He saw a group of robbers wearing masks, snorting. He simply sipped his drink as he saw Phantom Spider ambush the robbers, until he saw the gadgets.

Eyes widening, he put the glass down and walked to his car, randomly nodding at people. When he got in his car, he put the video in a holographic screen, focusing on the gauntlets and laser.

"Where are the weapons now?" he asked as he turned the car on, and it started driving itself.

" _They're with me,"_ Danny replied. _"I even found a weird, glowy thing. Ai called it a Chitauri Energy Core."_

"Okay, listen carefully," Tony said. "You have a metal container with you?"

" _Um…I have a soup thermos,"_ Danny replied.

"Good enough," Tony said. "Now, put the glowy thing in the thermos and send it to Happy."

" _Is that safe?"_

"As long as there's no radiation, it won't go boom," Tony said. "Good job getting this, kid."

 _New York…_

"Happy to do my job," Danny said as he closed the cap on the thermos, with the cores from the laser and gauntlets in it.

" _If you see the guys who made these, turn around immediately,"_ Tony said through the mask.

"Yeah…we both know that won't happen," Danny said as he started walking out the door.

" _I'm serious, kid,"_ Tony said in a serious tone. _"You see these guys, you web swing the other way."_

"…I'll try," Danny said.

" _Well, wouldn't want you keep you up doing homework or reading comics,"_ Tony said. _"Stay away from drugs."_

"Wait!" Danny said.

" _Yeah? Need something else?"_

"Well…This might be too sudden…but I was wondering if you could make a suit for my friend," Danny asked nervously. "I know this might be too much to ask, but after today…well, I don't want her to get hurt."

" _Kid, who do you think you're talking too?"_ Tony said in an offended tone.

"S-sorry," Danny stammered. "I understand if you don't want t-."

" _I can have that suit done in three days,"_ Tony said, stopping Danny from stammering. _"I'll have your little girlfriend all suit up."_

"She's not my girlfriend!" Danny exclaimed before the call ended. He felt his eyebrow twitch as he removed the mask and exited the warehouse, locking it. A few minutes later, he walked towards the closest FedEx building.

After putting the thermos in a box, writing the address of Avengers Tower with Happy Hogan's name on it, as well as his name, and paid the man twenty dollars to deliver the thermos ASAP.

Once that was done, he started walking home, still thinking about the bank robbers. Where did they got their weapons, who made it and how they got the glowy things, and most importantly, why did the weapons look so familiar.

Meanwhile, the man with the gray ponytail was livid.

"Are you telling me you can't find my tech those idiots bought from me!?" he exclaimed to the holographic screen, showing Skulker.

" _It's can't be helped, Plasmius,"_ Skulker said with a frown. _"The weapons were gone by the time I got there. Just be glad they don't know where the weapons came from."_

"But if that idiot Stark gets word of this, then everything I built for years would be ruined!" Plasmius exclaimed in anger. "Who interfered?"

" _It was that little spider kid, Phantom Spider,"_ Skulker replied before the video of the robbers fighting Phantom Spider appeared in another holographic screen. _"It seems he has taken your weapons."_

"Hm…" Plasmius mused as he enlarged the image of Phantom Spider. "By his built and height, this Phantom Spider could be a high school student…I was planning on taking care of him later, but perhaps we take care of this pawn of Stark's immediately."

" _Want me to take care of him? It would be a worthy hunt,"_ Skulker said with a grin.

"No, this would be a good test for my new pawn," Plasmius said as he looked at the Midtown school website.

 _Next Day…_

"So, how are you feeling?" Danny asked as he and Gwen walked to the school gates.

"A little sore, but the pain's gone," Gwen said with a smile. "I guess I do heal fast. That's nice to know. Did you find anything?"

"I found an explosive, alien, glowy thing," Danny replied as they climbed up the stairs. "Sent it to Mr. Hogan last night."

"Too bad you couldn't keep it," Gwen said. "You could have made an alien webshooter or something."

"And risk getting blown up? I like my hands, thank you very much," Danny said as they walked to through the halls.

Suddenly, his senses tingled before he bumped into someone. He quickly steadied himself before grabbing the person he bumped into, catching her hand.

"Woah, sorry about that," Danny apologized as he steadied the girl. He never saw her before in school. She has dark skin, green eyes and black, long, curly hair kept by a yellow headband, wearing an orange skirt and yellow shirt with a red jacket, a black backpack on her back.

"No, it's my fault," the girl apologized as she straightened herself. "I'm a little lost."

"Oh, a new student?" Gwen said. "Well, welcome to Midtown. I'm Gwen Stacy."

"And I'm Danny Fenton," Danny greeted with a smile. "And you're…"

"Valerie Gray," she said with a friendly smile. "I'm sorry, but can you help me."

"Can you show me your schedule?" Danny asked. Valerie gave him a piece of paper with her schedule written on it. "Oh, we have the first same class. I'll take you there."

"Really, thanks," Valerie said.

"See you later, Gwen," Danny said to his best friend as he led the new girl to Spanish class. "Oh, here's your notes back."

He pulled out her notebook and passed it to Gwen, who caught it. With a wave, she went to her first class as Danny led Valerie to Spanish class.

 **Well, ending the chapter here. What is Plasmius' relation with Tony Stark, and how did he acquire alien technology? And why does Danny feel like he's seen the weapons? There are so many questions happening in the story. Well, go and leave a review, maybe even a fav and follow.**

 **Next chapter, a new player in town. See you later!**

 **Edit: Whelp, this is the last of my premade chapters. And so, like the rest of my stories, you'll all have to wait for a looooong time for an update. Isn't life so cruel? Hahahahaha! Well, later!**


	9. Chapter 9

**Glad to be back with another chapter. It must have been a tough three days for you guys to wait for an update, even after we finally see Valerie, the girl being experimented on by Plasmius. How will that affect the daily life of Danny Fenton. Hope nothing bad happens, but that's likely going to happen.**

Chapter 8: Red Huntress

It's been three days since Danny bumped into Valerie, and he has gotten along well with her. Despite being new, Valerie was a very smart student, easily understanding the lessons they had, despite not being at the first day of class, though she wasn't sociable, being the new girl and all, and just stayed on Danny's side, being the first person she talked to in the school.

She also made a friend in Gwen and Sam, at least Gwen was. Sam was more like a person she would sit with and talk to sometimes.

Right now, Danny, Gwen, Sam and Valerie were having lunch together, making small talk.

"So, where are you from, Valerie?" Gwen asked as they eat lunch.

"Oh, I'm from Amity Park," Valerie said, causing Danny to pause eating his sandwich as he looked at Valerie.

"Really?" Danny said in disbelief. "I'm from Amity Park too."

"Wow, what a coincidence," Valerie said with a smile.

"So, how you liking the Big Apple?" Danny asked, changing the subject.

"It's nice," Valerie said with a small nod. "Though it's a little too loud for my liking."

"You'll get used to it," Danny said. "Heck, I can't sleep without the bustling and hustling of cars."

"I'll take your word for it," Valerie said with a small smile. "Thanks for showing me around the school, Danny."

"Happy to help," Danny said with a grin.

"So, why did you suddenly move, Valerie?" Gwen asked in a curious tone.

"Well, my family had some business in New York that needed us to leave," Valerie replied.

"That sounds terrible," Sam commented.

"It happens a lot," Valerie said with a shrug. "This is the fifth time I've moved."

"Wow," Gwen said, not knowing what to say about that. "That must be rough."

"Well, I met some nice people," Valerie said. "Kinda like you guys."

"Aw, you making us blush," Danny said with a chuckle before he stood and crumpled his lunch bag. "Anyway, gotta jet. Need to check my science project. See ya."

He threw the crumpled brown bag, which bounced off the edge of the trash. He slumped as he walked towards the trash, grabbed it and threw it to the trash. He then waved at the girls before exiting the cafeteria.

Once he was in the hall, he took out his phone and unlocked it. He then put on his earphones and pressed the Spider icon.

"Talk to me, Ai," Danny said.

" _Do you wish to be reminded of your test next week?"_ Ai said.

"Remind me later," Danny said. "Have any leads on the tech we found?"

" _I'm still working on it,"_ Ai said. _"Whoever created those weapons doesn't want to be found. They kept their tracks undetectable."_

"Hm…have any recent high-tech robberies or rumors of getting tech for cheap?"

" _Searching…found one,"_ Ai said as the information appeared on his screen. _"Though online rumors said that there's going to be a deal going on in the abandoned warehouse near the outskirts of Brooklyn, tonight at 10."_

"Send the data to the GPS on my suit," Danny said as he stopped at his locker and pulled out his notebook. "I'll check it out tonight."

" _Shouldn't you tell Mr. Stark?"_ Ai asked as the bell rang.

"Nah, no need for him to worry," Danny said. "I can handle this alone."

" _Are you sure?"_

"This isn't my first rodeo."

" _I wasn't aware you were a bull rider."_

"It's an expression," Danny said as he went to class. "Hey, do we have a pop quiz today?"

" _Yes. The subject is Quantum Theory."_

"Thank you," Danny said with a smirk as he started reading the chapter.

" _I don't feel right using my systems to hack your teachers' study plans,"_ Ai said as he entered the classroom.

"Hey, it's training," Danny said with a smirk. "We're seeing if your hacking systems are functioning well, and it is."

Meanwhile, Valerie was walking to the girl's washroom. She checked if the coast was clear before entering an empty stall. She looked at her watched and pressed a button. Suddenly, a holographic screen appeared, and Plasmius was shown.

" _Ah, Miss Gray,"_ Plasmius said in a pleasant tone. _"Status report on the target?"_

"I've just received confirmation that he is also from Amity Park," Valerie said in a serious tone.

" _So he is their son,"_ Vlad said with a smirk. _"He's looking more like our prime candidate."_

"Should I act immediately?" Valerie asked, her hand going to the strap on her backpack.

" _No,"_ Plasmius said. _"Keep tabs on him, but do not engage without my orders."_

"Understood," Valerie said. "Though I doubt he is the target, since he lacks the physical abilities and the physical appearance doesn't match."

" _Just keep tabs on him. Now, just enjoy your time at school, just remember the mission tonight,"_ Plasmius said before he ended transmission. Valerie then exited the stall before she went to the sink to wash her hands, just as the door suddenly opened, and an unknown student entered.

Valerie just smiled and nodded before she grabbed a paper towel and dried her hands, exiting the washroom.

 _Later…_

Phantom Spider was on top of his favorite building in New York, the Chrysler Building, perched on top of the eagle head his uncle first showed him when he was getting used to heights. Afraid at first, he grew to love the sight of the city from below.

He also started his path as the Phantom Spider in this building.

He looked at the clock in his HUD, seeing that it was half an hour until 10 pm. He put the map on the HUD and jumped off the eagle head. He felt the rushing wind as he kept falling towards the ground, until he fired a web, letting him swing through the bustling city.

He already told his family that he'd be doing some Spider business, so not to worry them, or worry them less than normal.

He also told Gwen that he'll be doing a solo mission. She would have joined him, but she was still waiting for the suit Tony Stark said he'd make for her. Until then, she was benched, which didn't make her happy.

After swinging for a while, he finally stopped on the side of a dark alley, spotting the warehouse where it was rumored to be hosting the alien weapons sale. He stuck to the shadows as he silently made his was to the bridge nearby. He crawled under the bridge, stopping nearby the warehouse, noticing some light through the dirty and broken window.

"Okay," he said as he pressed the spider symbol on his chest. "Let's give Itsy a shot."

A small spider-shaped drone flew out of the symbol, floating in front of Phantom Spider. This was Itsy, one of the systems for espionage that he mastered. He really enjoyed using Itsy, since it was like having a toy that can spy on people.

A holographic screen appeared on Phantom Spider's webshooter, revealing the controls for the drone. He put his fingers on the five controls, allowing him to control the drone.

"Good luck, little buddy," he said as Itsy flew towards the warehouse. A screen appeared in his HUD, showing what Itsy was seeing.

The drone flew through the small, broken gap in the window. Inside, Phantom Spider can see a big group of common thugs gathered in front of a shady guy, who was wearing a trench coat, a fedora and red shades. Behind him was a table of the alien-powered weapons.

"Glad you can make it, gentlemen," the shady man said as he gestured at the weapons. "I'm sure you know why you're here."

"Just show us the goods," one of them said impatiently.

"Very well," he said as he walked to the desk. "Allow me to show you what my boss has to offer for your shaded business. Just don't forget the usual 40% cut we get for every heist."

"Whatever, just show us what you got," another one said in an impatient tone.

"First, this little blaster," the man said, grabbing the small blaster from the table. "Easy to hide in your sleeves, light and easy to carry, not to mention," he fired at a pile of crates, and with a loud blast, the crates were gone. "Incredible powerful."

"Dude," a dark-skinned man with curly hair and a beard said, looking at the blaster. "I don't want to kill anyone. I'm a thief, not a killer."

"We have just the thing for you, Mr. Davis," the man said as he put the blaster down and grabbed a small device. "This little device is an Anti-Gravity Climber. Put it on any part of your body and you can easily climb to any window. Great for easy break ins."

"Go on," Mr. Davis said, looking interested.

"You getting all this, Ai?" Phantom Spider asked, recording the ordeal, taking notes of the many kinds of weapons on the desk, not liking what he was seeing.

" _Yes,"_ Ai said in a worried tone. _"There is enough alien fire power to wipe out a city block. We must stop them."_

"Can you pinpoint all the exits?" Phantom Spider said as he swung towards the warehouse.

" _Pinpointing…"_ Ai said before she showed five exits in his HUD. _"There are five exits; two doors on the side, the big entrance on the front, a tunnel connecting to the water, and a secret exit located just outside of the warehouse."_

"Guess this place was used for bootlegging years ago," Phantom Spider said as he went to the exits. "Time for a little Spider Magic."

He stealthily made to the five exits, setting up traps he made using the suit's tech. For the water tunnel, he attached web mines on the sides that would explode if someone gets near a certain vicinity, he set up trip wires near the bigger exit that would snag the wooden crates and smash into the thugs, he placed web mines on the two doors and he webbed shut the secret exit located on the ground.

Once he was done, he made his way to the roof of the warehouse, just as Itsy came flying towards him. The drone then attached itself to his chest.

"Now then, let's crash this party," he said as he entered the warehouse, sticking to the upper beams.

"Now this little beauty is a Black Hole Grenade," the man said, showing a small, metallic orb. "Throw this and it will create a temporary black hole, no more pesky cops."

He then placed the grenade on the table and was about to grab another one, when a web grenade fell on the table and exploded, covering the table in webs. The seller managed to jump out of the way just as Phantom Spider landed on the table.

"Sorry to interrupt your little bake sale," he said as he eyed the shock people. "But I'm here to put you guys in jail."

"Shit! Shoot him!" one of the punks exclaimed as a few of them grabbed guns from their pants. The rest decided to run for it.

Some ran to the doors, but when they managed to get out, they found themselves piled together in a cocoon of webs, blocking the exits. Some opened the gates and tried to run, only for the crates to suddenly pull together, smashing into them and knocking the thugs out.

Meanwhile, Phantom Spider was jumping around, dodging the bullets in the air. He then equipped the Web Darts and aimed at their guns. He quickly fired at them, gluing the guns in their hands, which didn't let them pull the trigger.

"What the hell!?" one of them exclaimed, trying to rip the web off his hand.

Phantom Spider quickly rushed towards them, punching them in the head, knocking them out. He then looked and saw the seller running towards a window, which he broke with a discarded pipe. Just as he was about to climb through before he was webbed by the back and was pulled back by Phantom Spider.

Phantom Spider then noticed Mr. Davis climbing through the broken window as fast as he can, but he ignored him, choosing to

"Now then, let's talk," he said as he grabbed the man by the collar. "Who's making these weapons?"

"A business man doesn't reveal his sources," the seller said in a smug tone.

"You sure you don't want to change your mind?" Phantom Spider said as he lifted his right hand, causing green sparks to appear in his fingers.

"Um…p-perhaps we can make a deal?" the seller said, eying the green sparks warily.

"The deal is you telling me everything yo-," Phantom Spider suddenly stopped as his Spider Sense suddenly activated. He quickly jumped away from the seller as a pair of shuriken stabbed the ground where he was a minute ago.

He noted that the tip was glowing purple, like the tips were composed of lasers.

He looked around the warehouse, seeing no one other than the trapped thugs, but he could feel someone was in there with him, watching him. He slowly grabbed a spiderang from his pouch as he looked around the warehouse.

His Spider Sense suddenly activated again, warning him of danger from his left side. He quickly spun to avoid the laser-tipped shuriken and threw his spiderang towards the air. He heard a slashing sound and saw a small cut appear.

"Got you!" he exclaimed as he fired a strand of web that attached itself to something invisible. He gave the web a strong tug, pulling the invisible person towards him before he pulled back his fist, punching the figure.

The air shimmered and Phantom Spider saw the figure in front of him. It was someone a few inches shorter than him, dressed in a red, skin-tight suit, showing that the stranger was a female, with black gloves, black boots and black belt, a small black pack on her back and a black visor covering her face.

"Who are you?" Phantom Spider asked as blasters suddenly morphed from her black gloves, surprising him. She started firing at Phantom Spider, causing him to swing to the ceiling to avoid getting blasted.

"Great timing as always, Huntress," the seller said, fixing his coat.

"The passageway was webbed shut," Huntress said in a deep, mechanic voice as she kept firing. "But it was easy to remove. Go, I'll handle the Spider."

The man tipped his hat at her before he ran to the side and pressed a loose brick on the wall, causing the ground to open-up. He then entered before the floor closed.

"Ai, scan her tech!" Phantom Spider said as he flipped through the air, dodging the blasters. "Look for a weakness."

" _Her tech is too advance for me to look for a weakness,"_ Ai said as she finished scanning. _"Her suit is the same as the weapons, only more sophisticated."_

"How sophisticated?" Phantom Spider asked before he saw Huntress slapped the two blasters together to form a bigger one. "Ooooh…That sophisticated."

Huntress started firing rapidly, causing Phantom Spider to start jumping around the warehouse. Huntress, seeing this, started locking the target to Phantom Spider. Once it was locked, she pulled the second trigger, which released a small, electric orb.

"Woah!" Phantom Spider said as he narrowly dodged the orb. "Ha! Close but no-!"

He stopped talking when his Spider Sense tingled, causing him to back flip, dodging the orb. His lenses widened when he saw that the orb was following him.

"Shit!" he exclaimed as he started swinging away from the orb that was honed on him. He created webs to block the orb, but it easily tore through. He threw a pair of Spiderangs, but they were shattered by the orb. "I need better material…"

Suddenly, Huntress was in front of him, and smacked the butt of the blaster on his head, causing him to fall to the ground, right as the orb hit him. Soon, he was restrained by electric ropes. It didn't shock him due to his suit's shock proof, but he couldn't break free.

"Ha! In cased you're wondering, I'm shocked proof," Phantom Spider exclaimed.

"But that doesn't mean you can move. Now, let's go for a drive," Huntress said as she disassembled the big blaster, which folded back to her gloves. She tapped her boots together, which caused a hoverboard to fold out from the soles. A grappling claw shot out of her right arm, grabbing Phantom Spider's leg.

She then flew out through the roof, dragging Phantom Spider with her, screaming as he struggled to free from his electric bonds.

Meanwhile, Gwen was in the living room, looking at her phone, waiting for a text from Danny. Usually, after a mission, he'd send her a text to say he was alright.

"Wonder what's taking so long," she muttered as she put her phone down. She grabbed the remote and turned on the TV to pass the time.

" _In breaking news, we have received reports of the Phantom Spider flying through the city by an unknown assailant,"_ the newscaster said as a fuzzy clip appeared on screen, showing Phantom Spider dragged by the leg through the air.

"Shit!" Gwen exclaimed as she quickly ran up the stairs.

"Language, young lady!" her mom exclaimed from the kitchen.

Gwen locked her room and rummaged through her closet, hoping to make a makeshift costume. Armored or not, she wasn't going to let her best friend get killed. Suddenly, she spotted something glinting from her window. She looked and saw a brown paper bag attached to her window with a note attached to it with the Stark logo on it.

She walked towards it, opened the window and took the parcel. She grabbed the note and read it.

' _Hope you like it. -Mr. S.'_

Blinking, she opened the brown parcel and her eyes widened at the metallic spider emblem.

Meanwhile, Phantom Spider felt himself being pulled through the air, slamming on the sides of buildings, a sign and a few stoplights. He kept struggling from his electric bonds.

"Ai! -Can you hack the orb-Agh!" he asked before getting hit by a street sign.

" _I've been trying!"_ Ai exclaimed in a frantic voice. _"But whoever designed this tech knows what they were doing!"_

Suddenly, Phantom Spider felt themselves flying high, higher than the One World Trade Center. He looked up and saw the Huntress looking straight up the dark, cloudy sky.

"This is a warning from my boss," Huntress said, slightly turning to look at Phantom Spider. "Don't mess around hi-."

"Ai! Activate parachute!" Phantom Spider exclaimed.

" _Alright!"_

The spider symbol on the back started flashing before it released a white parachute, causing the orb to pop off his back and the hoverboard to stumble. The cable snapped and Phantom Spider was falling. He tore the parachute off his back and looked down, straightening himself.

"Ai! Activate Web Wings!"

" _Are you sure? You hadn't attempted Web Wings this high in the air!"_

"If a skinny Viking can do it, so can I!" Phantom Spider exclaimed.

" _Web Wings activated!"_

Phantom Spider spread his arms, webbed-designed wings appearing under his arms. He started gliding through the city, twisting and turning to avoid slamming into buildings.

"Woah!" he exclaimed as he kept himself in the air. A blast suddenly missed him. He turned his body, causing him to look up, seeing Huntress chasing him, blasters aimed at him.

He turned around and straightened his body, letting him fall faster. Once he was close enough, the wings retracted back to the suit before he fired a web and swing to a corner. Huntress followed him.

Phantom Spider swung through the city before turning to an alley. Huntress followed him through the narrow alley, only to stop when she saw no signs of him.

"Where did he go?" she asked, unaware of the air shimmering right above her. Suddenly, Phantom Spider appeared behind her and got her in a sleeper hold.

"Surprise!" he exclaimed as Huntress trashed around in shock. "You're not the only one who could turn invisible!"

"Get off me!" Huntress exclaimed as she flew out of the alley, trying to shake the teen off her.

"Make me!" Phantom Spider exclaimed as he started shocking her with his Phantom Venom, only to find that it wasn't affecting her. "What the hell?"

"You're not the only one who's shock proof," Huntress said as she started elbowing him. He retaliated by punching her on the face, cracking her visor slightly.

Acting quickly, Huntress spotted a billboard and the people taking pictures and videos of them from below. She quickly fired at the billboard, hitting it's support and causing it to tremble, making the people screamed and run quickly. A teenager was pushed by a random stranger as the billboard started falling.

"No!" Phantom Spider exclaimed before he was kicked off by Huntress. He recovered by swinging towards the building, attaching himself to the wall and fired a web towards the billboard, stopping it from crushing the downed teen. "Get out of there!"

The teen quickly ran away as Phantom Spider slowly lowered the billboard before he saw Huntress aiming the blaster at him.

"No where to run now, bug," Huntress said as she was about to fire at the defenseless Phantom Spider.

Suddenly, a Web Dart hit her blaster, surprising her. She turned and was swing kick away.

"How about picking a fight with me?" the newly upgraded Spider Girl said, landing on street lamp, looking at Huntress.

She was wearing a new suit made with black armor with red-webbings on it and white high-density polymerized titanium, light-blue soles on her boots, a hood with that red on the inside, light-blue linings on her arms and legs, light-blue pouches, a black and red spider symbol on her back and a metallic spider symbol on her chest.

"Spider Girl?" Phantom Spider grunted as he slowly lowered the billboard.

"Hey, what do you think?" Spider Girl as she showed her new outfit to Phantom Spider, her lenses shrinking and growing.

"Yeah, it looks nice," Phantom Spider said before turning his attention to Huntress. "So, ready to take on two Spiders, Hunty?"

Huntress looked at the two before at the people below her. Seeing that she was outnumbered and with many eyes, quickly retreated into the air, disappearing. The two heroes looked at the spot she disappeared before Phantom Spider started swinging back towards the warehouse, with Spider Girl right behind him.

"Wow, you've been busy," Spider Girl commented as she looked at the trapped thugs and webbed weapons.

Phantom Spider just starred at the weapons, not liking the nagging feeling in his gut that was telling him he knew what these weapons were.

Suddenly, they heard a sound coming towards them. They looked at the entrance and saw Iron Man landing.

"Mr. Stark?" Phantom Spider asked as he entered the warehouse.

" _Not exactly,"_ Iron Man said, as the helmet was lifted, revealing no one there. _"I'm having a conference in China right now, then I heard the news. Why did you go after them when I told you not to?"_

"I thought I can handle them," Phantom Spider said as he looked down. "Didn't think they had someone like that Huntress around."

" _That's why I told you stay away from this,"_ Iron Man said.

"If I did stay away, then we wouldn't have gotten this large stash of weapons to destroy and a bunch of punks for the police to take," Phantom Spider said, gesturing at the webbed weapons and webbed gangsters. "And we wouldn't know that whoever this guy is, he has resources. A lot of resources."

" _Which is why you're not doing this anymore,"_ Iron Man said in a stern voice.

"Hey, I'm doing this for the little people," Phantom Spider said as he looked at the gangsters who wanted to buy the weapons. "If they managed to get these weapons, then we'd be looking at a massive, alien-powered shot out."

" _And good job doing that, but this is way out of your league,"_ Iron Man said.

"So was taking down the Goblin, but I did it," Phantom Spider said in a stubborn tone. "My uncle left the city under my protection. And I will protect-."

His speech was ruined when his cellphone started ringing. He took it out and saw that it was from Aunt MJ.

"Hello?" Danny replied, using his normal voice.

" _Danny! Are you alright? What happened!?"_

He winced as he realized that she must have seen what happened with him and Huntress, worrying her. He looked at Iron Man and Spider Girl, looking apologetic.

"Um…I gotta go!" he exclaimed as he ran out of the warehouse, phone still in hand.

" _Wait!"_ Iron Man said, but Phantom Spider was already swinging away. He sighed before he heard a 'thwip!' sound. He turned and saw Spider Girl swinging away as well, leaving him alone with the mess as she yelled "Thank you for the suit!"

"… _That was rude of them."_

 _Later…_

Huntress was entering a Spartan-like apartment through the window. She was frustrated at what happened. Suddenly, her wristband started beeping. She quickly pressed the button and a holographic screen appeared.

" _I saw what happened Huntress,"_ Plasmius said. _"Are you alright?"_

"I'm fine, Sir," the huntress said. "I was merely…outnumbered."

"… _It can't be helped,"_ Plasmius said in a musing tone. _"Go and rest. I will take care of the rest."_

With that, he ended communications. Huntress looked at her arm before she clenched her fist and punched the wall, cracking it. She not only failed her mission but also let the enemy got their hands on the weapons.

She didn't want to disappoint the man that saved her life.

"I won't fail you again, Plasmius," she said as she removed her mask, revealing Valerie Gray. "I will get that Spider."

Meanwhile, Plasmius was looking at the video he got from Huntress' suit. He managed to get so many info from the spider. Especially how his electric blast seems to be ectoplasmic.

"Hm…Danny Fenton…" he mused as he looked at an old file on the Fenton Family. "How interesting."

He said with a smirk before he looked at three more names on his computer.

"It's time for them to wake up," he said.

Back at the apartment, Danny sighed as he rested on his bed. After getting scolded by Aunt MJ for making her worry, he ate some dinner and went to his room.

"What is that tech…" he mused to himself before he turned his head, looking at his mask that was hanging on the chair. "…Ai, search for any companies with tech as advanced as Stark Industries."

" _Searching…"_ Ai said, appearing in his phone so he could see it. _"I found three results; Rand Industries, Axion Labs and VladCo."_

"VladCo…that's where Gwen went before she got bitten," Danny mused. "…Any info you got there?"

" _It's a recent industry founded a decade ago by Vlad Masters,"_ Ai said.

"Masters?" Danny said, his eyes widening, remembering Bucky's words before he left. He looked at a picture of his parents on his desk. "No way…"

 **Well, ending the chapter here. I decided to add those gadgets from the Spider Man game, favorite 2018 game ever, so if you guys know which is which, then awesome. Valerie is the Huntress, not really surprising, Gwen got her new and improve suit, and Danny finally got a hint of who Plasmius might be, as well as a lead on his parents' real killer.**

 **Now, who are these three other names Plasmius has in his screen? What will Valerie do to Phantom Spider? What will Danny find in VladCo?**

 **Find out next chapter, which involves meeting an old face. See you later!**


	10. Chapter 10

**Alright! Back with another chapter. In cased you're wondering, I made this during the opening days of Avengers: Endgame, and it is the best movie ever! Anyway, time for another chapter. Time for Danny's greatest mystery to start unraveling.**

 **And maybe a flashback on Danny's start as a superhero.**

Chapter 9: A Face from the Past

"Vlad Masters?" Gwen whispered as she and Danny walked through the halls, school finally over. It was Friday, so many students were running out the door, making plans for the weekend. "Are you sure?"

"Think about it," Danny whispered as he grabbed a book from his locker. "After you visited VladCo, Bitsy bit you. What if Vlad Masters is doing what Osborn did; illegal genetics experiments."

"You told me the reason why Osborn did that, remember?" Gwen said.

"Yeah…but that didn't stop him from going crazy," Danny said as he closed his locker. "Better safe than sorry. Besides, I already booked a field trip to VladCo. You know, just spy on him, make sure there's no illegal activities."

"You know spying counts as an illegal activity, right?" Gwen said in a deadpanned tone.

"Only if you get caught," Danny said with a shrug. "Don't worry, I won't get caught."

"Just make sure you're wearing your uniform. It's lucky that it can copy your camouflage," Gwen said. "I remember that you have to strip naked every time you have to use it."

"I thought we agreed not to talk about that?" Danny grumbled, blushing a bit. He remembered using that power once, but only his body disappeared, his clothes were still there. So, for the greater good, he had to strip naked to use his invisibility, and escape pranks the jocks at the school did, like stealing his clothes after gym class.

Suddenly, his Spider Sense tingled as he bumped into someone, causing him to fall on his bottom. He groaned before he saw a hand on his field of vision. It was Valerie, smiling apologetically.

"Sorry about that," she said as she helped Danny up.

"No, it's my bad," Danny said with a grin. "I need to watch where I'm going."

"Hey Val," Gwen said with a wave. "Got plans for the weekend?"

"Just some family business," Valerie replied with a shrug.

"Cool," Danny said. "Huh, we never actually show you around the place, have we?"

"Yeah, we should totally hang out sometimes," Gwen said with a grin.

"Sorry, but I'm just too busy," Valerie said with an apologetic smile.

"I used to be busy too," Danny said with a shrug, referring to his other life. "But once I got used to it, I managed to make some time. You know what they say; all work and no play make a sad social life."

Valerie blinked at that before she just bid them goodbye and walked away. Danny and Gwen exited school, with Danny asking Gwen about the building, which she reluctantly give.

"Are you sure you don't want me to go," Gwen asked as they made it to her place.

"Someone has to watch the city while I'm doing this," Danny said. "Besides, been a while since I've done some espionage."

"Just try not to do something stupid," Gwen said, and she was about to enter the building's door, when it opened.

"Oh! Hey there, honey," Captain Stacy said, surprised to see his daughter. "How was school?"

"It was uneventful," Gwen said as she hugged her dad. "Off to work? Thought you had the day off?"

"Someone messed up the paperwork, so I had to go fix it," Captain Stacy said before noticing Danny. "Hey there, Dan."

"Hey, Mr. Stacy," Danny said with a smile and nod.

"I thought I told you to call me George," George said with a small smirk before walking climbing down the stairs. "I'll see you later, honey. See you around, Dan."

"See ya, sir," Danny said with a nod.

"Be careful, dad," Gwen said as they watched him enter through the police car and drove away. "So…wanna stay for dinner?"

"Love to, but can't," Danny said as he checked his watch. "Need to finish that science project. I'm this close to a breakthrough."

"Well, wouldn't want that brain power of yours to go to waste," Gwen said before she waved. "See ya, Spider."

Danny watched her enter her apartment before he started walking down the street. Meanwhile, Gwen sighed as she rubbed her face, looking disappointed.

"Got rejected again?" a familiar looking janitor said as he adjusted his shades, seeing her as he pushed the cart.

"No!" Gwen exclaimed before she ran to the stairs, causing the janitor to chuckle.

"To be young again," he said as he picked up a trash can nearby and emptied it.

 _The Next Day…_

Danny, wearing tinted glasses and a baseball cap, white jacket with blue linings and a shoulder bag, was walking through VladCo, seeing many workers and tourists inside the lobby. It looked just like how Stark Tower used to look before it became Avenger's Tower.

Danny was behind the group of tourists, ignoring the tour guide droning about the structure of the building and when it was built, looking at the workers instead. They then began the tour, which didn't interest him.

"This building used to house the old newspaper company, the Daily Bugle, before they were bankrupt by the former editor's obsessive nature towards the late Spider-Man. Since then, Mr. Masters bought the building and built VladCo in almost a decade."

Compared to the tours Tony Stark used to do years ago, this tour was boring.

As they made their way through the building, Danny saw the 'employees only' section. From his right sleeve, Itsy crawled out and flied towards that section as he followed the tourists.

The small drone flew toward the section, recording everything it sees. It saw a room that said, 'Genetics Enhancement', so it flew towards it. It went to the electronic lock, which needed a four-digit passcode. Itsy just extended two of its legs, hacking the lock, causing the door to open. It flew inside the dimly lighted room, recording everything.

It looked like any lab, with tables, vials, tubes, but they were also glass cages of small animals, from lizards and fishes to scorpions and spiders.

Itsy started flying across the room, trying to look for something else, doing some scans. It spotted a hidden panel behind a cabinet. It opened the panel, to see if it could open it, but it required five fingers and two eyes from a specific person. It tried to look where the panel is connected to, but the inner walls were coated with lead, preventing Itsy from seeing what was connected to the panel.

It suddenly sensed something entering the room, so it quickly hid behind the many glass cages as the doors opened, seeing a man in his forties with thinning blond hair, missing an arm. Itsy quickly flew out the room just at the door closes.

Meanwhile, Danny fought back a yawn as he followed the tourists through the building. All the guide said was about facts of the building, and he was sure that she kept repeating the same facts over and over again, like how the Daily Bugle loses money due to the many attempts of defaming the heroes during their rising time, like Iron Man and Spider-Man. Soon, people stopped buying their newspaper, leading to them getting bankrupt and how Vlad Masters bought the building and started his rising into one of the world's most advance science companies, almost matching Tony Stark's success.

"…And now VladCo is developing a cure for genetic disorder," the Tourist said with a big, fake smile. "So, all those with poor family members suffering from those unlucky draws, you can finally smile happily together."

Danny just had a deadpanned look from the corny, lame line the tourist said. He noticed Itsy flying back in his right sleeve. He was about to call it a day when he spotted a big picture attached to the wall and his eyes widened when he saw what it was. It was two people shaking hands, one was a man with black hair tied to a ponytail, wearing a black suit, and the other was a familiar looking man with brown haired combed back, wearing a gray suit.

"No freaking way," he said.

"And this is the partnership between VladCo and Osborn Enterprise, before the unfortunate…event that caused VladCo to let the partnership go," the Tourist said, gesturing at the picture Danny was staring at.

Danny quickly left the tour, shocked at what he discovered. He didn't think he'd see that name in his search for evidence against Vlad Masters.

The man who killed his uncle, the monster who almost killed him.

The Green Goblin.

 _One Year Ago…_

Swinging across the night sky, his form almost invisible in the air, was Danny Fenton, wearing the suit he finished; a black mask that covered his head, a pair of green tinted goggles, black hoodie with white sleeves, white pants, black boots and black fingerless gloves, and a pack attached to his back.

His heart was beating loudly as he swung across the cool, night air. This was his first time swinging across the city without any guidance from his uncle. But with the fear, there was also the rush of adrenaline, making him keep going with his first night swinging. He suddenly let the web go and dived to the ground, near the incoming traffic. Once he was close enough, he fired another web and pulled himself back to the air, causing some people to look at him in shock. Danny then landed on moving cars, jumping from one car to another before web zipping back to the air. He then ran on the walls on the building in front of him before he reached the roof, firing two webs and sling shot himself across a few buildings before he stopped near his destination: Osborn Industries.

"Okay, let's do this!" he exclaimed before he swung towards the building, which was surrounded by a lot of police cars.

He quietly entered the building as quietly as he can, sticking to the shadows. He saw a lot of people, all unconscious. He quickly went to the building's laboratory, and there he saw the hulking figure of the Goblin, mixing chemicals and pouring it in a metallic container.

Danny quietly crawled on the ceiling towards Goblin, pulling out a small syringe from the pack. It was an anti-Goblin serum his uncle made. Steeling himself, he leapt towards the Goblin, but before he could stab him, the Goblin swatted him aside, causing him to slam on a cabinet full of equipment.

"So, the little spider decided to take on the mantle?" Goblin taunted as he walked towards Danny. "How adorable."

Danny suddenly grabbed a microscope and threw it at Goblin, who just moved his head, but he didn't see the glob of web going towards his face. He exclaimed in shock as he tried to remove the web on his face.

Goblin managed to remove the web, but saw that Danny was gone. He looked around the room, searching for Danny, who was hiding behind the tables. He spotted some chemicals on one of the tables, recognizing them. He quietly grabbed two of them, mixed them in a beaker, causing it to smoke. He then threw the beaker towards the Goblin, who turned around. The beaker hit his face, and the mixture exploded, sending him out of the lab.

Danny quickly jumped over the table, syringe in hand. He jumped towards the smoke, only for a green hand to grab his arm and lifting him up.

"What's this? A cure for me?" Goblin said as he looked at the serum. "I don't need to be cured!"

He threw Danny towards the faucet, causing it to break. Water flowed out the faucet and on to Danny, soaking his mask. He quickly jumped to the ceiling as Goblin threw a desk towards him.

"I don't need a cure, you people do!" Goblin exclaimed as he kept throwing chairs at Danny, who jumped around the room to avoid them. "Look at me, I used to be frail! Weak! Powerless! Now I am powerful! I can make others powerful! No longer will we be slaves to our genetic limitations!"

"You're insane!" Danny exclaimed as he webbed one of the chairs and threw it back to Goblin, hitting him on the head.

"I have never been saner in my life!" Goblin exclaimed as he grabbed the cannister from the table before running out the room. Danny followed him, but Goblin suddenly threw an orange grenade towards Danny, who quickly jumped back as the grenade exploded.

His ears were ringing as he felt like drowning. He quickly opened his eyes and saw that he was underneath a running faucet. He sat up, seeing that his leg was pinned under the rubble. Unable to breath, he grabbed the lower part of his mask and tore it off, letting him breath.

"How does he breathe through this thing?" he said as he pushed the debris off his leg. He stumbled back on his feet, rubbing his head, where he can feel his hair. He looked at the water and saw that his mask was damaged, revealing his black hair.

He noticed the syringe on the ground, broken, the contents spilled on the ground. He cursed, since he only has one left and can't make a new batch fast enough.

"I got one more shot," Danny said as he swung out the destroyed lab.

Meanwhile, Goblin was on top of Osborn Industries, attaching the cannister to a device on the satellite tower that would spread the Goblin serum across the city. Once all the citizens became goblins, he can finally fulfill his goal.

Just as he was about to activate the device, a web hit the control panels, causing him to growl in annoyance. He turned and saw Danny crouching, looking at him with narrowed lenses.

"You really are like your uncle, an annoyance!" Goblin exclaimed as he walked towards Danny. "I killed one Spider. Another one won't be a problem."

Danny growled before running towards Goblin, who charged as well. Goblin raised his arms to smash him, but Danny slid between his legs, dodging the attack. He quickly jumped behind Goblin's back and webbed his face and hands, causing the Goblin to stumble, trying to remove him.

Danny held on as Goblin trashed around, trying to tear off the webs, but Danny kept webbing them back. Suddenly, Goblin jumped and landed on his back, knocking the air out of Danny and causing him to let go of the webs.

"You think you can stop me?" Goblin said as he grabbed Danny, who started punching the hand, trying to get free. "You are not a hero! You're just a child playing pretend!"

He slammed Danny on the ground, causing it to crack.

"A clown in sweats!"

He lifted Danny up and slammed him to another part of the ground.

"A nobody!"

He threw Danny, who rolled on the ground, nearly falling off the edge. He groaned as he tried stand up, but Goblin grabbed him by the neck and lifted him over the edge, dangling dangerously over the building.

"You are not Spider-Man," Goblin said as he grabbed Danny's webshooters, removing them from his wrists.

"You're right…" Danny groaned, glaring at Goblin. "I'm not Spider-Man…"

He suddenly grabbed Goblin's wrist with both hands, glaring at Goblin, his eyes slowly glowing green brightly behind his cracked lens and his turning from black to white. Goblin then noticed Danny's hands sparking with green electricity.

"I'm the Phantom Spider," he said as he released a strong shock to Goblin, who screamed as the electricity traveled through his body. He stumbled back, letting Phantom Spider go.

Phantom Spider landed on the ground and jumped towards Goblin, dropkicking him on the head. Goblin stumbled a bit before falling on his back. Phantom Spider quickly ran to Goblin, pulling out the last anti-Goblin serum. He then stabbed Goblin on the neck with the syringe, pumping the serum in Goblin's system.

"N-no!" Goblin exclaimed as he swatted Phantom Spider. He quickly stood up and charged before he suddenly stopped. Goblin fell to his knees as his form started changing. His skin started peeling as he shrunk down. The green skin withered away into dust, revealing flesh-colored skin on an average built body, frazzled, brown hair and brown eyes.

Norman Osborn stared at his hands in shock, shocked that he was back to normal.

"It's over, Osborn," Phantom Spider said.

"You're right, it is," Osborn said as he grabbed something from his belt, a switch. He pressed the switch and the canister started leaking green gas.

Acting quickly, Phantom Spider grabbed his webshooters and put them on. He started firing webs at the canister, blocking the green gas, but it was still leaking. He can tell that the webs won't last long.

"I have to destroy that," Phantom Spider said. He looked at the grenades attached to Osborn's belt. He quickly webbed one up and activated it, timing it to twenty seconds before attaching it to the canister.

"No! Stop!" Osborn exclaimed as Phantom Spider jumped back a few feet.

Phantom Spider fired two strands of webs and used all his strength to pull the canister and the device off the satellite tower. He started spinning around, gaining momentum. With one last spin, he threw the canister to the air as far as he can. A few seconds later, the device and canister exploded, causing the police to quickly enter the building.

Phantom Spider collapsed on his knees, breathing deeply. He looked at the vanishing smoke, happy to finish his uncle's final mission. He then looked at Osborn, who had the most defeated look on his face as he stared at the smoke.

"...I was so close," he said as he looked down.

"Why did you do it?" Phantom Spider demanded, glaring at his uncle's murderer.

"…For my son," Osborn said, looking at Phantom Spider. "I wanted to cure my son's illness that he got from my side of the family. The Goblin Serum was to cure him…"

"By turning him into a monster?" Phantom Spider said.

"I had no choice," Norman said in a shameful voice. "He was dying too quickly, I needed this to happen."

"…You will pay for your crimes, Osborn," Phantom Spider said as he fired some webs on Osborn, tying him up. He then walked towards the edge of the building, before he stopped. "I'll help your son anyway I can."

Phantom Spider jumped off the building just as the police arrived, among them was Captain Stacey, running towards Osborn. They were shocked to see him covered in webs. One of them suddenly pointed at the horizon. They all looked and saw Phantom Spider swing away, surprised to see a new Spider.

 _Flashback End…_

Danny was in the Spider's Nest, sitting on the revolving chair, twirling the disposable phone from the pile of phones nearby. His first night as Phantom Spider, stopping Osborn from turning the city into Goblins. And true to his word, after that night, he started researching on how to help Harry Osborn, who he knew was Uncle Peter's best friend.

From his uncle's research, he learned that Spider-Man's blood could be used to make a cure for almost any genetic disease. So, he decided to use his own blood, hoping that it could work. After weeks of sleepless nights, he managed to make a cure for Harry's Retroviral Hypodysplasia.

Last he heard of Harry Osborn, he shut down Osborn Industries and started helping people with the cure.

As for Norman Osborn, he was sent to Ryker's Island.

He sighed before making the call.

"Hey, it's me. I'm calling in a favor," he said in his Phantom Spider voice.

 _Later…_

Ryker's Island, New York's largest prison, located just a few miles from the harbor. And just like his uncle, Phantom Spider was not welcomed in such a place. He walked through the halls, ignoring the sneers, insults and rude gestures from the inmates. Leading him was one of the guards, an African American.

"So, what's with the surprise visit?" the officer asked as they walked further inside.

"I needed some answers," Phantom Spider said with a shrug. "So, how's your kid? Is he doing well?"

"Oh yeah, he's fine. He's playing with that chemistry set I gave him. Kid's got a bright future," the officer said with a fond smile.

"That's good. Just hope he doesn't become a superhero. Trust me, not a payable job," Phantom Spider said before they stopped at a hallway with heavy, metal doors.

"Let me get that," the officer said as he pressed his hand on the scanner, causing the door to open.

"I'll take it from here," Phantom Spider said with a nod to the officer. "Thanks, Officer Davis."

"Anytime, Spidey," Officer Davis said as he waited on the side, letting Phantom Spider enter the room before the door closed.

The walls were covered in metal sheets with the ground a solid concrete. Then there was the wall of ballistic glass, with a sink, toilet and bed on the side.

But Phantom Spider's focus was on the man sitting on a metal chair, wearing an orange jumpsuit.

"I heard that you wanted to see me," Norman Osborn said, looking at Phantom Spider, who was tense.

"Vlad Masters," Phantom Spider said, causing Osborn to look at him in confusion. "I heard that you two used to work together. I want know what you know about him."

"Well, Vlad was an eccentric man with intriguing ideas and technology, almost equaling Tony Stark's tech," Osborn said as he recalled the man who he made a partnership with. "It was actually thanks to him that I managed to create the Goblin Serum."

"What can you tell me of his tech?" Phantom Spider asked.

"I've never seen anything like it before," Osborn said honestly. "The designs and mechanics were even a match to whatever Tony Stark made that time. I'm surprised he didn't partner with him instead. When Harry shut down Osborn Industries, Vlad took all the projects he was working with me, including the Gene Enhancement project, as well as some dangerous gadgets I used to use."

"I see," Phantom Spider said with a nod. So that confirmed where Bitsy came from, but he was still at lost about the alien-powered weapons. He needed to find more clues. "Thank you for your time, Mr. Osborn."

Phantom Spider turned around and walked towards the door.

"Danny," Osborn said, standing from his chair, causing Phantom Spider to stop. "I never had the chance to thank you for saving my son."

Norman looked at the picture attached to the glass wall, the only thing he brought with him to prison. It was a picture of him, his son and late wife, all three smiling happily. This was before his wife's death, a reminder of the promise he gave her, to keep their son safe.

"I'm…I'm glad he's doing alright," Phantom Spider said. "Last I heard, he was in Lagos, helping people."

"That's good," Osborn said with a small smile before he sighed. "I…I never set out to hurt anyone. What happened to Peter…I know it can never be enough, but I'm truly sorry for what I did."

Phantom Spider's hands were clenched into shaking fists. Despite how long it's been since Uncle Peter's death, it still hurt. Being in the same room as Osborn made his stomach hurt. It took all his might to stand there and talk to him.

"…Uncle Peter would have wanted me to forgive you," Danny said, causing Osborn to look at him with a hopeful expression. He took a deep breath, stopping the shaking. "Someday, I hope I can."

With that, Phantom Spider exited the room as Osborn looked down on the ground with a sad expression.

"You alright?" Officer Davis asked as he closed the door.

"…I'll be fine," Phantom Spider said.

"You got what you needed?" Officer Davis asked as they walked back through the hall.

"Not yet, but I'm getting there," Phantom Spider said.

"Hey, Web head! How's the other one doing? Is he rolling in the dirt!" one of the inmates shouted, with his cellmates laughing with him. Suddenly, a small orb was thrown towards them before it exploded. Soon, they stuck to the wall, ceiling and floor, covered and gagged in webs.

The prisoners grew silent as Phantom Spider and Officer Davis walked through the quiet halls.

"Can you give me some of that sometimes," Officer Davis asked as they exited the building.

Meanwhile, Vlad Masters was looking at the surveillance, looking at the small drone flying around the Genetic Enhancement research room, spotting the hidden control panel. He had to admit that he was impressed the boy found out so fast. He looked at the disguised Fenton joining the tour before spotting a picture of him and Osborn shaking hands.

And if he was right, he'd be getting a call right about…

" _Plasmius. The target is moving out of Ryker's."_

He smirked before pressing a button.

"Excellent, Skulker. Keep watching while I start the test run."

He pressed another button, smirking as he turned back to the screen, watching Phantom Spider swing across the town.

"Let's see if you can pass this test, little spider," he said as he sat back on his chair.

 _Later…_

Phantom Spider sighed as he sat on a billboard, one leg dangling as he rested his head on one knee. He learned a lot in just a short amount of time, but it still didn't point the weapons at Masters. Maybe Bucky was lying to him about Masters, or it was just a coincidence that his name was Masters. He didn't know. He was at a loss right now.

" _You are unusually quiet, Danny,"_ Ai said through the mask. _"Is something the matter?"_

"I'm just feeling…drained," Phantom Spider replied. "I didn't want to meet Osborn, but I needed answers."

" _Did you get those answers?"_ Ai asked.

"I did, but now I have more questions," Phantom Spider. "Like how Vlad Masters is connected with my parents' deaths."

" _Do you want me to research everything about Vlad Masters?"_ Ai asked. _"Perhaps I can find something."_

"Go ahead," Phantom Spider said with a shrug.

" _Searching…Searching…"_ Ai said as a spinning spider cursor appeared on his screen. _"I found a few articles…he is a Packers Fanatic, has bought many chain stores, and attended the University of Wisconsin, but never graduated due to an unfortunate accident."_

"That sounds familiar…" Phantom Spider said, feeling a sense of Déjà vu. "What was the accident?"

" _A lab accident that almost killed him,"_ Ai replied as she showed a newspaper article about it, revealing a younger Vlad Masters with hideous hives surrounding his face, looking deathly ill. _"A failed experiment him and his fellow classmates attempted during their final years of college."_

"What was the experiment?" Phantom Spider asked.

" _It was a-,"_ Ai said, before a loud explosion interrupted her.

"What the hell!?" Phantom Spider exclaimed as he stood up and jumped on top of the billboard, lenses narrowing as he spotted black smoke rising. He jumped off the billboard and started web-swinging. "Ai, what's going on?"

" _It seems like a group of thugs attacking Grand Central Station and holding hostages, demanding one million dollars and a getaway jet. And a warning; no Avengers,"_ Ai said as Phantom Spider got closer. _"They're using the Alien-Powered tech."_

"Then let's catch them," Phantom Spider said. "We might find something useful from them."

" _Should I contact Gwen or Mr. Stark?"_

"…Nah, I can handle this," Phantom Spider said. "I need the stress relief."

When he was near the Grand Station Central, he saw a lot of people running and the police barricading the place. He stuck on a nearby building, lenses narrowing.

"Ai, scan the environment," Phantom Spider said as his lenses glowed.

Soon, the building looked like a holographic blueprint to him, showing him what was inside. He saw five figures, all colored red to show that they were armed, along with a dozen hostages huddled in the center.

"Damn…" Phantom Spider muttered as he thought of a plan. "Ai, can you program the Web Grenades to simultaneously explode by command?"

" _Just give me a few seconds,"_ Ai said as she showed the Web Shooter section.

Phantom Spider nodded and turned invisible before swinging towards the building.

Inside, the group of masked thugs were walking around the station, waiting for their demands and keeping watch. They didn't notice one of the vents opening as an invisible Phantom Spider slowly lowered himself to the ground.

He then quietly walked towards the nearest thug as his webshooter shot out the remote-controlled Web Grenade. Once he was closed enough, he attached the grenade on the thug's back, who didn't notice.

Phantom Spider nodded as he went to the next thug, making another Web Grenade and quietly attaching them to the thugs' back. Once he tagged all of them, he undid the invisibility.

"Hey guys," Phantom Spider said, causing the thugs to look shock at him. "You got plans with the million? Maybe a trip to Staten island? Or maybe a VIP access to Ryker's?"

They all aimed their weapons at Phantom Spider, who just pressed his Web Shooters, causing the Web Grenades to explode, surprising the thugs. Phantom Spider then jumped to the air and started firing strands of webs towards the thugs, catching them and pulling them up to the air, attaching the webs to the ceiling, leaving them dangling.

"Well, that was easy," Phantom Spider said as he looked at the thugs before turning to the hostages, walking towards them. "Are you guys alri-?"

Suddenly, his Spider Sense tingled before he felt immense amount of pain in his abdomen. Spit flew out his mouth as he flew across the floor before stopping on a crouch, using his hands to stop sliding. Once he stopped, he held on his abdomen, trying to regain his breathing.

" _Danny! Are you alright?"_ Ai exclaimed as Phantom Spider took deep breathes.

"F-fast…" he said in shock as he slowly looked up. That strike was too fast for him to react, and it felt painful, like a ball made from pure iron rocketed into his abdomen.

The one who attacked him was one of the hostages, whose form suddenly flickered before revealing a guy almost his height, his head covered in a black mask, wearing a black body suit, with only his arms bare. But the most notable feature about the person was his right fist glowing yellow.

The other hostages started shifting their appearances, revealing to be faceless androids, surprising him. The androids start rushing towards him, causing him to start punching them.

"Ai, what are these things? Why didn't your scanners detect them?" he asked as he web two of them and jumped over a few that tried to tackle him.

" _I think they're synthetic androids,"_ Ai replied as she scanned them again. _"Their chemical signature matches those of a human almost perfectly."_

An android suddenly punched him on the face, causing him to stumble a bit.

"Really? Well they feel like robots," Phantom Spider said, rubbing his head before he kicked the charging drone, knocking its head off. He then looked at the one that punched him. "Is that one an android?"

"… _No, he's not."_

"You sure? Because that is not what a human fist feels like," Phantom Spider said as he warily stared at the figure, who was just facing him, the fist still glowing.

Suddenly, his Spider Sense tingled again, and he suddenly ducked, just in time to dodge some sharp claws. He was then round kicked to the side, before he recovered by spinning in the air. He turned and saw a different figure, dressed the same way as the first one, but this one looked more feminine and was shorter. Her arms were mocha-colored, and her nails were unnaturally sharp.

"Wow, you need a manicure, bad," Phantom Spider said as the two figures approached him. "Ai, why couldn't you detect them?"

" _It appears they're wearing scan jammers,"_ Ai said as she tried to scan them, only to find nothing.

"Well, it's me against two enhanced humans," Phantom Spider said as he crouched down, ready to fight. "I can handle this." Suddenly, his Spider Sense tingled again. "Oh shit."

He quickly jumped away as someone fall from the ceiling, creating a large dent on the place he was before. This time, the person was a foot taller than him and much broader, wearing black bracers.

"Okay…this might be a problem," he said as he was surrounded by three unknown enhanced humans. "Any chance you can contact Spider Girl or Mr. Stark?"

" _All communications have been blocked,"_ Ai said, also sounding worried.

"…Should have given the call," he said as he prepared to fight them. He was unaware that Skulker was watching them, recording him.

"Show me what you can do, Phantom Spider," he said with a grin.

 **I think I'm gonna end the chapter here, this feels like a good cliffhanger moment. Hope you like the flashback with Goblin. Were you guys surprised? Yeah, Norman Osborn is alive, and Danny cured Harry's goblin skin disease. Yeah, made some changes to that idea. If you know some Spider-Man franchises, you know where I borrowed the ideas from.**

 **Also, to avoid the reviews about the three figures, yes, two of them are who you think they are, but they're not the ones from Netflix shows. They're based on the Ultimate Spider-Man show. So yeah, they'll be teens. So yeah, no Netflix shows.**

 **Well, gonna stop now, hope you liked the chapter. So many things happened. Next chapter, another clue, and a new power. See you later.**


	11. Chapter 11

**I'm back with another chapter from your favorite(hopefully) story! Man, the MCU is going through some big changes. Good thing two companies made a deal regarding our favorite webslinger. Man, so many things to look forward too.**

 **Anyway, last chapter, Phantom Spider went to see an old face, got a few answers and a lot of questions, and got ambushed. Wonder how he'll get out of this one. Well, go ahead and enjoy.**

Chapter 10: Complications

"Okay, three enhanced enemies while trapped in a bank with no way to contact help," Phantom Spider muttered, eying the three wearily. He just met them, but he can already tell that they were strong.

" _Not to mention that this appears to be a trap set for you,"_ Ai commented.

"What makes you say that?" Phantom Spider asked.

" _Seeing their abilities and guessing their powers, they are perfect countermeasures to your abilities,"_ Ai hypothesis.

"Huh, guess that makes sense," Phantom Spider said. "Guess that leaves me with one option…Tactical retreat!"

Phantom Spider suddenly jumped to the air, firing a web towards the ceiling, swinging towards the door. The big guy suddenly grabbed the girl and threw her towards Phantom Spider. When she was close enough, she swiped her sharp nails towards the web, and cut it.

Phantom Spider fell towards the floor, surprised that his webbing was easily cut, and by her claws no less. He quickly rolled to the ground to avoid hurting himself, but before he could breath, his Spider Sense tingled and the guy with the glowing fist was in front of him, the glowing fist raised.

"Activate Web Shield!" he exclaimed as he raised his right arm. On his forearm, thin metals sprout from it and spun layers of web, turning into a shield. He raised the Web Shield to protect himself as the guy punched it.

Phantom Spider felt the impact spread to his arm as he slid across the floor, the shield torn to shred. He didn't have time to react to his torn shield, due to the girl with the sharp claws was beside him. He narrowly dodged a slash, a few strands of hair getting cut. The girl then elbowed him on the chest, causing him to grunt in pain before he jumped back, only to see the glowing fist guy on his right, throwing another punch. He moved his head, barely dodging the punch, but he could feel the force of the punch, his cheek feeling like it almost hit a burning cannon ball. The guy suddenly threw a kick that hit Phantom Spider's stomach, sending him sliding across the room, just in time to get shoulder tackle by the bigger guy, which to him, felt like getting hit by a bus. He slammed to a pillar, which he used to quickly run to the ceiling, just in time to avoid a punch from the bigger guy, which shattered a part of the column.

"Man, these guys aren't letting me go," Phantom Spider said as he saw the girl use her claws to climb up after him. "Okay, you really need a manicure."

The girl jumped towards him, and he could have sworn she growled like a tiger, claws aimed at him. Phantom Spider started jumping through the air, using the pillars as footholds to get away from the girl, who was keeping pace with him.

Below them, the guy with the glowing fist followed them before he ran towards the last pillar, raising his glowing fist. He punched on the pillar, causing cracks to go upwards before it exploded just as Phantom Spider was about to land on it, blinding him. He suddenly released a painful grunt as he felt the girl's claws racked his back.

The girl then kicked him towards a wall, where he slammed on to it, causing him to fall towards a bench, breaking it in two. He groaned as he slowly stood up, looking at the three people surrounding him.

If they were like the big guy, he wouldn't have a problem fighting them. He had a lot of experience fighting opponents that were stronger than him, always using his speed against them, but he never fought someone as fast as him before, and there were two of them.

"Looks like I have to fight my way out of this," he said as he crouched to a fighting position. "Always wanted to try this. Activate Web Gloves!"

He threw his fists to the side as strands of webs wrapped around his fists until they were like gloves. He punched his fists together, making a loud 'THUMP!' sound. He then got to a boxing pose, waiting for his enemies to make the first move.

Suddenly, Glowing Fist charged towards Phantom Spider, the glowing fist raised. Phantom Spider, who saw that attack a lot, moved his body to the side to dodge the fist. He then threw a one-two punch on his face before delivering an uppercut that sent Glowing Fist flying off the ground, landing roughly.

Nail Girl suddenly charged, her nails sharp, hissing angrily at him. Phantom Spider just stayed calm, waiting for her. When she was close enough, she started swiping her claws at him, but Phantom Spider kept dodging her claws, swaying side by side to avoid her.

" _That's right, just keep calm,"_ he kept telling himself. _"If they're as fast as me, that means I can avoid them and hit them if I time it right."_

He kept dodging until he spotted an opening, which he quickly took. He threw a punch on her solar plexus, causing her to double over. He quickly threw a punch to her head, sending her flying across the room.

"So far, so good," Phantom Spider said as he eyed Big Guy, who ran towards him. Phantom Spider waited until he was in front of him, fists raised high in the air. Phantom Spider stepped to the side as Big Guy slammed the floor, creating a small crater.

As Big Guy stood up, he saw Phantom Spider running around him. Before he could do something, Phantom Spider started throwing punches, barraging him with a lot of punches. He grunted in annoyance as he tried to catch Phantom Spider but was too fast for him. Soon, Big Guy was starting to feel the punches as he slowly kneeled to the ground.

Meanwhile, Skulker was still watching the fight, recording Phantom Spider's movements, to analyze them if necessary.

"Had to admit, this Whelp is more talented than the media portrayed him," he said as he watched the fight. "But he still won't be able to beat my soldiers."

Back with Phantom Spider, he was standing right in front of the kneeling Big Guy, throwing a lot of punches to the man, keeping him down on his knees.

" _Damn, it's like punching a steel wall,"_ he thought as he felt his hands becoming to numb, even with the gloves. _"But at least he's not invulnerable. If I just keep this up, I can knock him out."_

Suddenly, his Spider Sense tingled. He quickly kicked Big Guy, causing him to fall on his back, before he turned around to throw a punch. He saw Glowing Fist in front of him, already throwing a glowing punch.

Their fists met, causing a small shockwave. Unfortunately, Phantom Spider couldn't match Glowing Fist's strength. His arm was blown back, almost ripping out of his socket, the web glove torn apart from his hand, which he could feel was broken.

Before he could react, Nail Girl jumped towards him, a kicked aimed at him, hitting his head, making him fall on his back. Groaning, Phantom Spider looked up, and his lenses widened when he saw Big Guy jumping towards him. He quickly rolled away as Big Guy landed on the ground, creating a small shockwave.

He quickly stood back up as Glowing Fist and Nail Girl surrounded him. Phantom Spider dodged and blocked their attacks, despite only using one hand. He managed to avoid their punches, kicks and claws, and he might have hold on long enough to find a way to subdue them, his Spider Sense tingled.

He could feel the danger, but he was too occupied with the two, so all he could do was brace himself as Big Guy hammer fist him on the side. He heard some creaks, but nothing felt broken, thankfully. As he was flung across the room, Glowing Fist ran after him before overtaking him and punching him to the air. Nail Girl ran on the wall after him before jumping towards him, doing a vertical heel kick that sent Phantom Spider crashing on the hard floor. He painfully got on his knees, coughing and wincing.

"Ai…Damage report…" Phantom Spider said, too much in pain to know which part was broken and which part isn't.

" _I detect multiple fractures in your right hand, bruising in your rib cage, back and forearms, several lacerations on your body and a possible concussion,"_ Ai reported in a worried tone. _"If you get hurt anymore, it might do some permanent damage, even with your healing factor."_

"Tell them that," he panted as he forced himself up. "Damn it."

He tried to look for a way out, something that might help him, anything that could get him out of this mess, but he was greatly injured and surrounded.

"C'mon Phantom, think of something!" he muttered to himself as the three enhanced humans charged, intent on killing him. "Damn it!"

"A shame," Skulker said as he kept recording. "We really had high expectations of you. Oh well, getting rid of you would weaken Stark. Shame I never get to hunt you, Whelp."

As the three of them almost reached Phantom Spider, he was busy trying to think of something, focusing on a way to get himself out of this mess. As he focused, he looked at three incoming attacks.

" _Damn, if I get hit by all three at once, I'm gonna be one fried spider,"_ he thought. _"Man, I'm about to die, and yet my life isn't flashing before me, guess that was just some bull. But man, feels like death is becoming slow, I mean, even their attacks seems so slow…Wait a minute, what the hell!?"_

Phantom Spider's eyes widened behind his lenses as he saw that everything in front of him was slow, like they were in slow motion.

" _What's going on? Why are they moving so slow? Is it because I'm dying? Hm…heartbeat? Check. Pain wrecking through my body? Check. So, I'm still alive. Then, what is this? This looks like the Matrix or something."_

As the fists and claws neared him, Phantom Spider suddenly moved. Suddenly, he was behind the three people, who suddenly fell on their knees, holding their abdomen.

"What?" Skulker said, shocked at what happened. "He can do that as well?"

Phantom Spider looked at his hands in shocked before at the three people kneeling on the ground. He finally realized that there was a chance to escape, so he quickly shot a web to the ceiling and pulled himself with his one good hand.

Skulker walked towards his fallen soldiers, watching as Phantom Spider swung out Grand Central Station. He grinned at what he just saw as the soldiers finally stood up.

"How interesting," Skulker said before pressing a button from his wrist. Suddenly, all three of them stood straight and followed him out through the back.

 _Later…_

In the Spider's Nest, Danny gritted his teeth as Gwen stitched together the wounds on his back. His right hand was put in a cast and salves were placed on his bruises. Just because he heals fast doesn't mean it doesn't hurt. He needed to fix the bones in his hands so they can heal properly.

He never been hurt so much before. Even fighting the Goblin wasn't this painful. It was only thanks to the adrenaline rush that he was able to get to the Nest. He had Ai call Gwen, who immediately showed up as fast as she can.

"Geez, this is why you need backup," Gwen said as she finished stitching his wounds. Years of patching up Danny made her an expert of emergency first aid. "Maybe I should become a doctor. You seem to need one more than a partner."

"I said I was sorry," Danny said as he slowly sat up, wincing a little. "These guys…they're different."

"What do you mean?" Gwen asked as she put away the first aid kit. "Bad guys try to kill you all the time. Nothing seems different here."

"But they didn't feel like bad guys," Danny said as he held the salve on his ribs. "They felt like…machines."

He couldn't explain it, but when he fought them, he couldn't feel them. Whenever he fights someone, he could feel their intent, their emotions, but these guys, they just felt empty.

"I wish I had more on them," he sighed.

" _One of them is known as Danny Rand, the missing heir of Rand Industries,"_ Ai's voice said through the computers. _"He went missing three years ago, having believed to have run away."_

"Wait, how'd you know that?" Danny asked as he and Gwen walked towards the computer.

" _I scanned him,"_ Ai replied before replayed the scene in Phantom Spider's point of view of punching Glowing Fist's right fist. _"That last impact you had damaged the scan jammer he was wearing, so I was able to dodge him, allowing me to scan him."_

"Nice," Danny commented before he typed Danny Rand to the computer.

A few seconds later, a picture of a blond guy with blue eyes appeared with an easygoing expression. If Danny were to describe him, this guy was like those laid-back surfer dudes.

"Hard to believe that guy did this to you," Gwen said, gesturing at Danny's broken hand.

"Any ideas about the glowy fist thing?" Danny asked as he zoom on the yellow aura. "Is it chemical or biological?"

" _I can't tell, never seen something like this before,"_ Ai replied.

"Maybe it's mystical," Gwen suggested.

"Yeah. Right. _Mystical_ ," Danny said, waggling his uninjured fingers.

"We were invaded by aliens and have a Norse God in the front cover of New York Times, why is magic so hard to believe?" Gwen said, a little annoyed.

"Those were aliens," Danny said. "I mean it's obvious that Thor's an alien. You saw those documentaries on how the pyramids were made by aliens. It's like how Thor's people did in Norse Mythology."

"We're not having this argument again," Gwen said as she turned back to the computer. "So, you think this Rand guy ran to this guy, or was he kidnapped?"

"Maybe a bit of both?" Danny suggested. "Surfer rich kid runs away from rich family, got kidnapped by bad guy, maybe some mind control in the mix, though we're not sure if they're good people."

"Maybe Mr. Stark can help," Gwen suggested.

"…I'm not going to tell him," Danny said, causing Gwen to look at him in surprise.

"Why not?" she asked, confused. "With his help, we can stop those guys from breaking the other hand."

"And he'll tell me to go to the sidelines," Danny said with a sigh as he leaned on his chair. "I'm not a kid that needs to ask for permission."

"But isn't he your boss? You are an Avenger."

"I'm not an Avenger," Danny said with a sigh. "I'm just a friendly, neighborhood Spider."

"Who fought Captain America in Germany."

"…A friendly, neighborhood Spider who was helping out a neighbor in need," Danny corrected himself. "I'll leave the world-endangering crisis to him. My responsibility is in this city."

"Well…if you say so," Gwen said. "Just don't forget that I'm here to help, okay. You are training me, after all."

"Yeah, already learned I need all the help I can get," Danny said, wincing from his throbbing ribs. "We'll continue your training tomorrow. Now…I need some rest."

"Alright, rest well, okay?" Gwen said as she patted Danny on the shoulder and walked away.

Danny sighed as he looked at the time. By now, his family must have heard of the news and were deathly worried for him. When he saw the news, he was surprised that Central Station was empty, except for the damage from their fight.

He really hoped Mr. Stark won't call and ask some questions.

" _Call from Mr. Stark."_

"Huh…speak of the Devil," Danny said as he had Ai move the call to his computer, not before putting on a loose shirt to hide his injuries. The screen then showed Tony Stark, sitting on a chair, looking like he was inside a private jet.

" _Well, you look like crap,"_ Tony commented as he took a sip of champagne.

"That's a nice way to say hello," Danny said, hiding a wince from his injuries. "What can I do for you today, Mr. Stark?"

" _I was watching the news when I saw what happened at Central Station,"_ Tony said. _"And you look a little worse for wear."_

"Me? Nah, I'm fine," Danny said, waving his uninjured hand. "I'm just doing a science project due tomorrow."

" _I see, so I guess the tracker in your suit showing you in the Central Station for a few minutes is part of your school project."_

"There's a tracker in the suit?" Danny asked.

" _I put a tracker in everything I made,"_ Tony said. _"So, what were you doing in Central Station."_

"Look, it was nothing, just a bunch of punks throwing firecrackers and such," Danny said, lying through his teeth. If he told him about the synthetic drones and the three enhanced humans, he was sure he'd tell him not to go after them. "I just webbed them up and gave them a stern talking."

"… _Well, as long as you gave them a good talking,"_ Tony said, a little suspicious. _"Good luck with your homework. If you need anything, Happy is always there to help."_

With a little wave, Tony ended the call, causing Danny to sigh as he slumped down his chair.

"Great, now his suspicious," he said as he slowly stood up. "I won't be surprise if I see Happy around the corner."

He looked at his belt before taking it off and putting it in a makeshift scanner. A 3D image appeared on his screen. He looked at the structure before he spotted the tracker.

"Ai, can you design a small drone for me?" Danny asked. "Nothing too complex, just something I can use, for distractions."

" _I should advice against this but making some blueprints will be simple."_

"Please and thank you," Danny said with a grin as Ai appeared in another screen, creating blueprints for a simple spider drone, big enough for the tracker.

He spent the last hour building the small, spider-shaped drone, nothing too complex, more like a toy spider that follows his everyday locations. While the small drone was resting on the desk, Danny was carefully removing the tracker from the belt, snickering as he carefully placed the electronic strand inside the spider drone.

He patted his hands from the imaginary dust as he turned the drone on. The two eyes glowed blue before it stood up, moving around.

"Well then, Mr. Stark, have fun tracking Tracer here," he said, holding out his hand for Tracer to climb on.

He suddenly yawned as Tracer rested on his shoulder. Checking the time, which was nearly past midnight. He decided to call it a night, walking out the Nest, turning off the power.

Meanwhile, in his dark room, Plasmius was looking at the screen of the recent events in Central Station, analyzing the skill sets of Phantom Spider. He kept rewinding to that moment where he suddenly disappeared and reappeared behind his three pawns.

"Impressive," he commented as he played it again in slow motion. "To think he can awaken this aspect of his powers so early. With a little more guidance, he would be a force to be reckon with."

"Are you sure he'll join our side?" a sensual voice said as a pair of slender arms wrapped around his neck.

"He's young and impressionable," Plasmius said as he stood up, removing the arms. "A few forceful pushes and pulls would show him our way is better than Starks. After all…"

Three synthetic drones suddenly jumped from the ceiling and jumped towards Plasmius. He smirked before he disappeared. In a blink of an eye, he was behind the drones, holding a head as the synthetic drones fell to the ground, torn apart limb from limb.

"…who else can he rely to?" Plasmius said, a red glow in his eyes.

"So, what's the plan?" the same sensual voice asked.

"Hm…I have been starting an internship program," Plasmius said as he walked back to his desk, pulling out some folders, smirking.

 _The Next Day…_

"How're you feeling?" Gwen asked as she and Danny walked through the halls.

"I'm a lot less sore than last night, so that's something," Danny said, wearing some bandages on his arm. His body was still sore, but at least he can move.

"Maybe you should take a break," Gwen suggested. "I can patrol the city alone."

"Yeah, and see how well it ended?" Danny said, gesturing at his healing arm. "I'll be fine. I'll just be careful on the swinging arm. Besides, we still need to work on your Training Wheel Protocol."

"I'm about 20% done," Gwen said, checking her phone, using the same app Danny created to check with Ai as well as the status of his suit. He managed to upload the schematics of her suit on his app.

"Nice, let's keep up the work. I'm almost 80%," Danny said, checking on his suit's status. Suddenly, his senses tingled again. Surprised, he looked around and saw Valerie walking towards them.

"Hey guys," Valerie said with a smile. "How's it going?"

"It's been good," Gwen asked as Danny remained silent. "We were just talking about our science projects."

"Oh yeah, I heard you were accepted by the Stark Internship," Valerie, turning to Danny. "How's that like?"

"It's good," Danny said with a shrug. "He gives money, I use that money for my projects."

"Projects like?" Valerie asked in a curious tone.

"You know, mechanical projects, making life easier," Danny said offhandedly.

"Cool, can't wait to see it," Valerie said with a smile. "Well, I better go. See ya guys."

The two watched as Valerie left, Danny's eyes narrowing at her, something Gwen noticed.

"What's wrong?" Gwen asked as Danny turned to her.

"That's the third time my Spider Sense tingled around Valerie," Danny said quietly as they walked to his locker. The last two times, he thought his senses warned him that he was going to bump into Valerie, but not, it seems like they were warning him off her. "I wonder…"

"You're not thinking of spying on her, are you?" Gwen asked as Danny took some books out.

"I just want to be sure," Danny said as they started walking.

The two walked out the school, making their way to Danny's apartment to get something they need for training. As they entered the apartment, they noted a limo parked outside.

"Wonder whose ride is that," Gwen commented as they made their way to his apartment.

"Maybe a land shark who's trying to kick people out the apartments to make condos," Danny joked as he went to the door. Suddenly, his senses tingled, causing him to pause. He looked at Gwen, who also sensed it. He slowly grabbed the knob and opened it as the two tense.

"Ah, Danny, you're back. And Gwen's here too!" Aunt MJ said with a smile as she put her cup down. "Danny, you have a guest."

"Greetings Mr. Fenton," a smooth voice said as Danny looked at the man sitting on the sofa, sipping a cup of tea. He was a man with shockingly white hair tied to a ponytail, black eyes, and a white goatee, wearing an expensive, black suit with a red tie with a ring on his right hand, a green gem on it. "I'm Vlad Masters, founder and CEO of VladCo."

Danny felt like time slowed down as he stared at the smiling man, his Spider Sense tingling, warning him about the man. This was the man who could be the reason why his parents were dead.

"Um…hello, Mr. Masters," Danny said, trying to calm down. "C-can I help you?"

"Actually, I've been keeping an eye on you and thought that you could be a perfect candidate for the VladCo. Internship program I developed to help young minds blossom," Masters said, shocking both Danny and Gwen. "I've seen your grades, and you seem like a young man who can accomplish many things."

"B-but I already got an internship with Mr. Stark," Danny said, trying to sound polite.

"I'm sure someone of your capabilities can handle two internships at once," Masters said offhandedly. "Especially since one of those internships are from Tony Stark's."

"And what's that supposed to mean?" Danny asked, raising an eyebrow.

"Well, Stark has never been the most serious of adults," Masters said with a shrug as he stood up and handing a card to Danny. "Well, if you changed your mind, give me a call. And it was lovely meeting you, Mrs. Parker."

With that, he walked out the room. Just as he was about to leave, Jazz and Mayday came walking in.

"Danny, you're here!" Mayday exclaimed as she hugged Danny's leg with a smile. "Can we play?"

"Hello there," Jazz said as she noticed the man in front of their door.

"Greetings," Masters said as he looked at Jazz and Mayday. "My, what lovely young ladies you are. If you would please excuse me."

Jazz moved away as Vlad walked pass her. Once he was out of sight, she, Danny and Mayday entered the apartment, locking the door.

"Who was that?" Jazz asked, looking at her family.

"Vlad Masters, CEO of VladCo., and a total creep," Danny said, a little annoyed at their recent visitor, looking at the calling card. "Hm…"

Danny and Gwen went to Danny's room to grab his stuff as Jazz took Mayday to do her homework, much to her chagrin.

"So, what were you thinking?" Gwen asked once they were alone, crossing her arms as Danny grabbed some stuff he needed.

"…This internship might be a good chance for me to keep a closer look on Masters," Danny said, looking thoughtful.

"That's a little risky," Gwen said. "If Masters is the one behind the weapons being sold, you could be walking into some serious trouble."

"I'm just gonna find some proof," Danny assured her. "And once I find some, I'll tell Mr. Stark so we can arrest Masters. And if he has nothing, I'll just quit his internship. In and out, easy as pie."

"Can you even make a pie?"

"Don't change the subject," Danny said. "If there is trouble, I'll let you know. You're my partner in crime after all."

"I thought we were heroes?" Gwen said, a small smile on her face. "Fine, but make sure it doesn't end like what happened yesterday."

"Promise," Danny said as he pulled out the calling card, looking at it.

Meanwhile, inside the limo, Masters was twirling a cup of champagne, looking at the various screens in front of him, showing the inside of the apartment, smirking.

"In and out," he said, sipping his drink.

 **Man, it's getting complicated in here. Danny fought three enhanced humans who are possibly mind controlled, discovered a new power, he started becoming suspicious of Valerie, and Vlad Masters is a being a creep. I guess no matter what version he is, he'll always be the perv who places cameras in people's home. Is Danny outsmarting Masters or is he being played with as the pawn?**

 **Also if you got the boxing reference, good for you. It didn't get the idea from the Matrix about the slow-motion thing, but Bullet Time was described in that movie.**

 **Anyway, next chapter, infiltrating the enemy. See you later!**


End file.
